The Kingdom Hearts Spider-Man
by The Whip
Summary: After losing their home to the Heatless, a team of superheroes, Pokémon and Digimon alike band together to save and rescue the worlds from the darkness, travels through out other worlds, with the help of Mickey, Donald, and Goofy to save it from Darkness. Friendship, Romance, and most of all Adventure.
1. Meet Spidey Parker

**Prologue.**

_**Flashback...**_

_**In the schoolyard, children were playing on the playground, swinging on swings, climbing a jungle gym, or riding the seesaw. One of the children, a five year old little boy with short long dark brown hair, brown eyes was playing tag with his classmates.**_

_**The kid's name was Spidey Parker. "I'm gonna get you for sure!"**_

_**"You have to be fast enough to catch me first!" His classmate say.**_

_**Spidey ran as fast as he could trying to catch up, but got tired and gave up. Then he had an idea. He crept into a tunnel tube and hid until his friend came passing by. He jumped out like a jumping spider at his friend, and she let out a girly squeal.**_

_**"That's not fair!" His classmate say.**_

_**But then, there was a scream. They looked and saw the other kids running away from the playground and towards the school building. A large black creature had appeared by the playground.**_

_**Spidey, who was so frightened, hid in the tunnel tube. The creature seemed not interested in following the children or the teachers; it was searching the playground for something. Spidey didn't move as the thing came closer to the tunnel tube.**_

_**Suddenly, a small figure wearing a red cloak and hood appeared and fought with the creature. Spidey peeked through a tiny window and watched as his mysterious rescuer destroyed the creature with a huge gold key.**_

_**"You can come out now. I know your there." The mysterious person say.**_

_**Spidey shyly crawled to the end of the tunnel tube, but remained hidden. The hooded figure approached him. He was a bit taller than him and he had two circles on his head.**_

_**"Don't be scared. I won't hurt you." The hooded figure say in a kind tone.**_

_**Spidey looked at him for a minute, then he took his hand and he led him out of the tunnel tube.**_

_**"You alright?" The hooded figure asked.**_

_**"I think so. Where did you come from?" Spidey say.**_

_**"All I can say is that I'm from world." The hooded figure say.**_

_**"Another world? Where's that? What's it like?" Spidey asked.**_

_**"I can't tell you because it's a secret." The hooded figure say.**_

_**"Oh crap. But what was that scary looking monster I just saw?" Spidey asked.**_

_**Before he could answer, a woman's voice could be heard from the building. Someone was coming out. The firgure took out a blue and green star from his pocket and told it to take him to Disney Castle. In a flash of light, he went zooming across the sky into outer space.**_

_**"Wait!" Spidey yelled.**_

_**"Don't' worry! We'll meet again!" The figure shouted as he disappeared into outer space.**_

_**Flashback ends...**_

**Sunlight shone through a bedroom double door window, flooding the room. A teenage boy, about seventeen years old with short in the back and long just above his forehead, opened his eyes and he sat up, and yawned. Beside him on a next pillow was a small yellow, chubby, size of a house cat about one foot, four inches tall, with black eyes, red cheeks, big yellow ears with black tips, on his back were two brown strips, and a yellow lightning bolt shaped tail. This was Spidey's best friend Pikachu. He is a electric mouse ****Pokémon and Spidey's best friend and partner in crime. After six months this kid and Pikachu came in into this dimesion: the DC dimesion(Justice League's dimesion). Then he got off his bed and went to his closet and Pikachu stand on all fours and stretch and yawned and released all the tension in him and walked to the end of the bed.**

**He took out his clothes, a navy blue Superman t-shirt, black hoodie MMA ELITE with Ezio hooded beak, a fainted blue jeans with a tan stretched belt with a black holsters to the right side, DX army dogs tags and a Sonic Underground guitar necklace, blue and orange with orange shoelaces Puma shoes and a one strapped around the body blue and white rydell sling backpack and blue fingerless gloves like Tyson. He put them on and the slevees hidden two watches which were one on his left wrist the watch like gaunlet that stretched from his wrist to his lower forearm. It was green in color with neon tubes on each side of the device. On the was a dial with a black background and green hour glass it was the most powerful device in the galaxy the Ultimatrix. On his right wrist was a all silver watch, it is somewhat rectangular in shape and has a circle in the middle with green lines on the circle and has two red rectangles on it and has a button on it's side it was the wrist Spider Morpher holding a trillions of small nanobots to this boy is his suit. And then grabbed his weapons which were on his right side was a coiled light brown 10 ft. strong leather Indinana Jones's style bullwhip hung by a black holster buttoned to the belt, beside the whip was a tomhawk the blade is cut out in the center, creating the outline of a triangle. The peak of the triangle passes through the wooden handle, ending in a spike and the wide bottom hacking blade is curved and honed to a shrap edge with two short prongs on each of the corners. A eagle feather dangles from the handle. Strapped to the left side was a katana sword black grip handle and some yellow with blue cyber look on it's sheath this was the Star Saber sword and strapped to his back were two weapons the first one was a black strapped slim straight blade with a black and gray stripped metal handle, the second one is a circular, red-white-and-blue shield strapped to his back like a blackpack made out of hard vibranium and adamantium but it shrinked into a plate behind the backpack and a black handle of a bow and arrows, and the back on his belt was a holder with a all white and blue head of a dragon launcher with a certain dragon grip and a yellow ripcord beside it and on his left beicep muscle was a blue and yellow Beyblade container holding Dragoon V, the bey has all it attacks and I mean all of the attacks, the bey itself was blue and red highlights expect for the Bit Chip which has a yellow background and the chip itself was white and the beast inside was Dragoon himself all blue, silver razor sharp claws fingers and silt eyes color were green gray a giant but inside of the bey and Spidey then puts on his red and blue hat backwards. Then he heard a voice call behind him.**

**"Pika?" Pikachu said as his stomach grow for food.**

**"Hungry little buddy come on we get some breakfast." Spidey say as he held out his arm and Pikachu jumped onto his arm and made his way to his usually spot as he stands on Spidey's shoulder on his front paws and his back legs on his backpack.**

**This boy, whose name is Spidey Parker or secretly the superhero ultimate hero of New York City Spider-Man with the abilities of a spider after he got bit by one in his dimesion.**

**He walked down stairs in his penthouse after Bruce Wanye or Batman give him the place to the kitchen where the all of the food was and Pikachu jump off from Spidey's shoulders stands on his small feet on the counter and Spidey grabs a gray container with a yellow paper with a black lightning symbol and Pikachu looks at it with puppy eyes and his mouth dooling with hungry and Spidey sees that look in his bubby's eyes and gets out a metal bowl and opened the cup and poured the food which were brown marshmallows into the bowl and Spidey slide it to Pikachu who just went dove into the food. He was hungry as a pihana. Spidey laughs and gets out his own breakfast and sat down on a stroll by the counter.**

**"So are you ready for the last day of High School pal of mine." Spidey asked as he eat his breakfast which was creal.**

**"Pika-Pikachu." Pikachu say as he squeaked and continued eating his breakfast.**

**"I hear that!" Spidey say as he got finished with his breakfast.**

**"We best head on our way Pikachu." Spidey says as he held out his arm again.**

**"Pikachu." Pikachu says as got with his breakfast and Spidey had made sure to give Pikachu his food due to his backpack has infinite space in there and hopped onto his back.**

**"Let's ride little pal." Spidey says with a smile.**

**Spidey grabs a skateboard from the closet and a pair of headphones and a Ipod and put on the song 'Your Body' by Christina Aguilera and places them on his ears and use the elevator in the living room and head down to the lobby and walked out the door. Spidey then ride on his skateboard and hitched a ride on a pickup truck heading to school. When the truck passed by Queens High School Spidey released his grip from the truck and rolled on in at the school entrance. Spidey braked his skateboard and get off and kick it up and the board landed in his backpack slot. Spidey and Pikachu smiled. They weren't strangers to last days of school in the fall (I change the season from summer to fall) Spidey was popular on the schoolgrounds but he does that with helping people in need and today he brought with him his pal Pikachu to the last day of school. While he walked through the school ground with a up beat and do can attitude, some of the students watched him pass by. For example, some of the girls watched him, interested.**

**"Hey, check out the hots on him." Female student#1 say.**

**"Man, he's a cutie too bad we can't get him." Female student#2 says with a frown.**

**"You're right but hey one of us should might get him over the summer." Female student#3 says in a excited tone.**

**A group of boys led by a blonde boy with a jockey jacket and his boys, watched Spidey walk by with the girls watching him. The blonde boy's name is Duncan Mattaws. Standing behind him were two boys, one has a dark hair and his name is Steven, and the other had brown hair and his name is Kofi.**

**"We like it better when we get to beat up the last day students. I mean, does anybody know anything about him?" Duncan asked.**

**"Well, he is like a MMA fighter with weapons and I do not want to fight him." Steven says.**

**"And the girls seemed really interested in him." Kofi tells his friends.**

**Just then, there was the sound of laughing and jeering coming from the corner of the building. Pikachu heard it and tapped Spidey's neck and Spidey took off his headphones and he heard it and ran over to see what it was about. In the center of it all, were two, tall boys cornering a blonde girl with a orange head band, glasses, green eyes, orange-pink jacket with brown and green backpack, gray pants, and orange with white lines shoes.**

**"Hey four eyes, got any money?" The bully 1 asked evilly.**

**"Yeah, hand it over." The bully 2 does the same with the first bully.**

**"Back off!" the girl says trying to look for help.**

**"What are you gonna do about it, wimp." The bully 1 says.**

**The first bully took the girl's glasses while the second pinned her to the wall. The second bully raised a fist. The other girls watched eagerly. Before he could punch the poor girl, two hands grabbed their necks, yanking them off the girl and the glasses. It was Spidey and Pikachu on his shoulder.**

**"What the fuck! Leave her alone!" Spidey yelled as Pikachu nodded.**

**"Keep out of this Spidey; this is none of your business." The bully 2 says.**

**But Spidey cracks his fingers and stomped on their feets really hard, hurting the bullys, who screamed in pain. Then Spidey pick up the girl's glasses from the ground.**

**"If you're big enough or got the guts to throw a punch, you'd be better big enough to take one jackasses, so back the fuck off!" Spidey yelled.**

**The two bullies looked stunned and ran off. The other girls who were watching also ran off. Spidey turned to the girl.**

**He gives her back her glasses. "Are you alright mate?" Spidey asked.**

**"Thank you. My name's Gwen Stacy."**

**"Spidey Parker and my little pal Pikachu. Did those boys hurt you?"**

**"They were about to until you came around." Gwen says.**

**"It was nothing really matey." Spidey says with a smile.**

**Then, a boy, with light brown hair, brown eyes, blue shirt, brown pants and sneakers with a bag, walked over.**

**"Peter! Where have you been?" Gwen yelled.**

**"I'm sorry. The streets were really crowded and the traffic was terrible. What happened?" Peter asked.**

**"I got picked on by some boys. They took my glasses and tried to beat me up until Spidey saved me." Gwen says with a smile.**

**"Thanks for saving my friend, Spidey." Peter says with a smile.**

**"That's alright man I'm happy to help in a friend in need." Spidey says with a smile as Pikachu says pika-pika meaning you're welcome.**

**"My name's Peter Parker. What's yours?" Peter asked as he held out his hand to Spidey.**

**"Spidey Parker and my pal Pikachu." Spidey says as he shakes Peter's hand.**

**"Pikachu." Pikachu says in a happy tone.**

**"Are you related to Peter Parker, myself?" Peter asked if any relation of him and himself.**

**"Nah. The name Parker is my last name but hey Pete least you got a enforcer like myself." Spidey says as Peter smiled.**

**"All right man and besides when you stood up to those guys. But you should know that the real bully in this school is Duncan Mattaws." Peter tells him.**

**"Who is the crap Duncan?" Spidey asked with a confused tone.**

**"He's the son of a famous lawyer, and thinks he's own this school, bossing everyone around, picking on other people, and considers himself as the school owner. Whenever he's around, there's trouble." Gwen told him.**

**"Well, thanks for the tip." Spidey says not afraid of him.**

**While they were looking at their class schedules of the last day of school, a long black limousine pulled up in front of the school. The car door opened and a beatiful young 16 year old teenager girl with red hair stepped out. Her name is Mary Jane Watson or MJ for short. Lots of the boys nearly swooned and whistled.**

**"Who is that? She's so hot!" Duncan says with amazment.**

**"She must be rich, look at the car." Steven says.**

**"I wonder if she has a boyfriend." Kofi says.**

**"Well I hope she doesn't, because it'll make it easier for me. It's not like she'll walk up to any boy and say hi." Duncan says.**

**MJ walked casually past the swooning boys. When she walked towards a big board to show the class schedules, she saw a 5'8 boy with a blue and red cap backwards with a yellow and black striped mouse on his shoulder.**

**"**_**Hello? What have we here?" **_**MJ says smiling at him.**

**At that moment, Spidey happened to look back. When he saw MJ, his face remained calmed.**

**"Who's that staring at me?" Spidey asked.**

**"She's not staring, she's smiling at you." Peter says.**

**"I think I recognize her. That's Mary Jane Watson." Gwen says.**

**She was now standing before Spidey she to shoulder length. He started to mind panic.**

**"Hi there. My name's MJ." MJ says.**

**But Spidey ran off instead of answering. Peter and Gwen followed after him. Duncan, who had observed everything, shot a dirty look at Spidey.**

**Later on out in the hallways, the three friends were at their lockers.**

**"Man, I got too much to do any work from biology class. And I've gotta get a job over the fall." Peter complained.**

**"Will you stop complaining! You sound like an old lady Pete." Gwen says with a smirk.**

**"I'd rather sound like one than you look like one!" Peter teased Gwen.**

**"You two fight like an old married couple." Spidey laughed.**

**"Eh?!" Gwen say confused.**

**"We do not!" Peter said as Spidey continuing laughing.**

**"Speaking of couples, you and MJ would make an ever greater couple." Gwen say.**

**That stops Spidey's laughter in an instant. "We're not a couple! She's probably not that into me anyway!" Spidey shouted at them.**

**"Then why she walk up to you and say hi? It's obvious that she's into you. But why did you run off when she spoke to you?" Gwen asked.**

**"It's just that...I..." Spidey laughed nerovusly.**

**"You shy? Some boys get shy around cute girls. Maybe next time you meet her, talk to her. Try to get to know her." Gwen say.**

**The bell rang loudly.**

**"Oh crap!' We gotta get to next class!" Peter say as Spidey nodded and they head to their next class.**

**During gym class, Spidey and his friends were jogging around the gym. Duncan and his friends were also in the class, and he was starting to gossip about Spidey.**

**"I heard that Spidey is friends with some costumed superhero Spider-Man, and Spider-Man's friends have a base in space. And have you seen his clothes, he wears it like a little boy. Just look at him! What a showoff!" Duncan say as they play basketball.**

**"You know, I hear all of them they are superheros. And I don't blame them. Some people like them or something, even though Batman thought they did something bad." Steven say as they nodded.**

**"What kind of work do you think they do as superheroes? Wait! Don't tell me! They probably work in the space of the worthless." Kofi say.**

**Spidey could hear every Duncan and his friends were saying. Some of those words bothered him a bit 'if only they knew I'm Spider-Man' Spidey thought, even though he tried to ignore it. While playing volleyball, Spidey accidently tossed the ball on MJ's head.**

**"Crap! I'm so sorry man!" Spidey asked as MJ rubbed her head.**

**"No, that's ok. You're Spidey Parker, right?" MJ asked as Spidey's face remain calm.**

**"How did you know? Did you hear those girls talking about me?" Spidey asked.**

**"No. I asked one of the boys to tell me who you were." MJ says as Spidey sighed.**

**"Oh. I see." Spidey just laugh lightly.**

**"You must be popular around here. The girls here are talking about you." MJ says with a light smile.**

**"Oh. Really? I never would've guessed they liked me." Spidey say with a lighter smile.**

**"Parker! We need you back on the team!" The coach yelled.**

**"Uh, perhaps we could talk some other time we cool?" Spidey asked as he held out his fist to her.**

**"Sure we cool." MJ say as they fist bump each other.**

**As Spidey went back to join his team, a jealous Duncan, who had been watching, squeezed the ball so hard it popped.**

**When gym glass was done, Spidey and Pikachu were the last to leave the locker room. But his spider sense goes off as Spidey stopped and saw some movement in the shadows. Curious, he went to investigate. He blink once activating his Eagle Vision to see if there were any hostiles in the area, as everything around him became a pale blue glow and he saw a tall cloaked figure in the shadows marked in red. The cloak was all black and the face was hidden.**

**"You got 5 seconds tell me who are you now!" Spidey yelled as the figure looked at him.**

**"I"ve come to make sure that the Chosen One has seen the last of his home world." The ? figure say.**

**'She must be a woman, judging by the tone of her voice, not to the mention her figure.' Spidey thought as Pikachu looks at the figure.**

**"Your world has been connected to a another world, far from your own." The ? figure say.**

**"What are you talking about bitch?" Spidey asked and his eyes narrow.**

**"Tied to the Darkness...soon to be completely eclisped." The ? figure say.**

**"Well, whoever you are bitch, stop the fuck freaking me out like this you little shit!" Spidey says in a James Heller tone and cracks his fingers.**

**"There's so very much for you to learn. You understand so little." The ? figure tells him.**

**"Oh yeah huh? Like what bitch?" Spidey asked.**

**"You don't know of your destiny or your friends the same, which will soon be demolished." The ? figure say.**

**Gwen was heard calling Spidey. He shut down his Eagle Vision and glanced back to say she was coming. But when he turned around, the black figure hooded figure was gone.**

**At lunchtime, Spidey sat with Gwen and Peter, who quickly up a chair for him.**

**"Thanks." Spidey say as he got out Pikachu's food for him and let him eat it.**

**"You wanna share half of my sandwich?" Peter asked offering a sandwich to Spidey.**

**"No thanks man. I packed a lunch." Spidey told him as he started to eat in his sacked lunch.**

**"So what do you like to do for a living?" Gwen asked as Spidey thinked.**

**"I take MMA (mixed martial arts) and wrestling." Spidey say to them.**

**"You do karate and kung fu? No way!" Peter and Gwen yelled out.**

**"Yes way mate! My friends taught me when I was 15 years old." Spidey say in proud of his friends who were the Justice League.**

**"Anything else?" Gwen asked.**

**"That's pretty much it." Spidey told them out of anything to tell them about himself.**

**"I'm somewhat of a science geek, as what everyone calls me, but I get straight As at every test." Peter tells Spidey as Spidey nodded.**

**"Really? You must be really smart cookie." Spidey smiled.**

**"I usually like to go shopping." Gwen say.**

**"Shopping for what?" Spidey asked.**

**"She likes jewelry, new clothes, and new makeup." Peter say with scrasm.**

**"How long have you both known each other?" Spidey asked curious.**

**"Since first grade." Peter and Gwen say together.**

**"Hey look! Here comes MJ!" Peter say and pointed.**

**MJ was walking past several boys, who were offering empty seats for her. But MJ just sat by herself, causing the other boys to moan sadly.**

**"Why does she wanna sit by herself?" Spidey asked.**

**"She likes to keep to herself and doesn't associate with everyone." Peter tell him.**

**"But why did she talk to me?" Spidey asked.**

**"She likes you, that's why." Gwen tell him.**

**"You think so?" Spidey asked.**

**"I know so!" Gwen say with a smile.**

**Suddenly, Spidey's spider sense goes off and they heard the sounds of kids screaming. They looked and saw kids running from something. When they got a view of what it was, Spidey gasped but then his eyes narrow dangerously and cracked his knuckles ready for a beat down since he got the power of a spider and the Ultimatrix and his weapons and Pikachu but he needs get into costume quickly in order to do it. It was that creepy looking creature that came at him elementary school years ago.**

**While a lot of kids ran past him, after Pikachu got on Spidey's shoulder and Spidey's cap switched into Indiana Jones' brown ferdoa and Spidey looked around to see if that little cloaked figure was nearby, hoping he'd help him get rid of those monsters. What he didn't know was that the creature snuck up from behind and was about to jump at him but...**

**Spider sense.**

**Spidey senses behind him and put his hand behind him and Pikachu quickly jumped off from his shoulder and land on the table and Spidey grip his sword of the Daywalker and drawed it quickly and the creature leapt at him but Spidey whirled and face the creature and swung his blade at him cleaved him in half with deadly lightning speed, the creature layed on the ground but got up quickly and Spidey put back his blade and Pikachu jump onto his shoulder again.**

**"Later bitch." Spidey tipped his hat and ran out of the cafeteria. Once outside on the school yard, the teachers began making sure that everyone was present. But the only student missing was Spidey. Poor Spidey was cut off by the creature before he reached the exit outside the school.**

**He jumped back and forth trying his best not to get struck. The gates were locked when he reached them. He couldn't get out. But he saw since that no one was around and Spidey smiled darkly and look at Pikachu who just jumped off of him and ready to defend his best pal and partner.**

**"Pikaaa..." Pikachu growled as his cheeks filled with ****static electricity crackled fiercely from the red patches on his cheeks.**

**Spidey ****then rolled up his right sleeve and revealed the silver watch and press the button on it. **

**Spider-Man Unlimited theme song playing.**

**Instantly, the hatch open up and the little nano-bots contained in a small compartment in the watch stirred to life, spreading across his body; to an observer, it appeared that a coating of black, red and blue liquid metal was spreading over him. The nano-bots easliy intergrated with his clothes, covering his right and left hands giving it black/blue colors and on the forearms the red spider reaching out to the back of his hands make hands guards as well and his fingers were black with blue lining on the edges of the fingers too and under the palms of the hands a red pad buttons with the four red lines on it and it gave a burst of the yellow tech light and on the legs as the nanobots desecnd down on both legs but inside of the thighs were red lines goes down to the calves, on the calves to the ankle gives it black/blue color with the three red lines looks like three spider legs and gives it the same yellow tech light. Moves up to the chest as it covers up black/blue and giving it a red spider insignia, with it front legs stretching outward and outlining his shoulders, as well as the bottom legs going his waist, making a sort of belt and the arms that connected to the red spider outlining his shoulders the red lines stretching to the forearms spiders and gives it the same yellow light tech burst and onto his back, where his neck met his back as it covers up the back by the black/blue color and has a red spider insignia, and out of the neck line brings out the web cape reaches down to his butt, and torn at the end and gives it the same burst of light and covers up his head with the mask as it rises over his head and comes from the sides comes together all red on the sides and the middle face was black with two large white opaque eyes pieces and gave it final short light burst and the Spider-Man Unlimited Suit is online.**

**Spider-Man Unlimited theme song stop.**

**"Pikachu let's move." Spider-Man yelled and Pikachu looked at him and nodded and leaped on his shoulder and held on and Spidey bented down to his knees and before the creature could catch him Spidey jumped high in the air and held out his left wrist and directed his pinky and index finger outward, pressing the button with only two of his fingers. Press it hard.**

**THWIP**

**Instantly, a bit of a hiss was heard and a paste of silver lining of webbing shot out from the build in webshooter and the web line hits to the sky and stucks there and Spidey grips on the web line and swings out of there.**

**But the creature burst through the gates. A bunch of little black aliens like creatures appeared at the huge creature's side and running after Spidey who is Spider-Man.**

**As Spidey swings in the air after few swings Spidey lands on top of a building roof and the creatures shows up.**

**Spidey then puts his hand up to his ear which hidden a communicator. "Spider-Man and Pikachu to Watchtower I need help now." Spidey said.**

**Outer space...**

**In outer space floating there was the famous Watchtower the homebase of the Justice League.**

**Inside and on the deck that watches over the computers and Earth and sitting there was none than J'onn and he just got a call from Spidey.**

**"Spider-Man to Watchtower I need help now!" Spidey says and J'onn typed some things and saw that Spidey was concered by a black creature with little ones.**

**J'onn press a button and speak into the comm link. "Superman, Flash, Wonder Woman, Sonic, Shayera come in Spidey needs help go to him quickly I meet you there within few minutes J'onn out." J'onn then flew towards the teleporters and typed in the location where Spidey is.**

**In Metropolis Clark Kent was typing some things on the computer for a story which Perry White give him for. Suddenly his hearing pick up from New York City and Clark look around and speed in a blur and into a broom cloest ripping his glass, suit off revealing his Superman suit which was a blue body-suit, skin tight against his chiseled adbominal muscles, and powerful arms and legs, with red boots, red tight shorts, a yellow belt about his waist, a long red cape, and his family crest-that of the house of El-emblazoned on the chest, the stylized 'S' a bright red, surrounded by yellow, and outlined with a red diamond, and he took off his glasses and hided it in his pocket and slicked back his hair, with a few tufts spiking down over his forehead and flew towards New York City with supersonic speed.**

**In Texas Wonder Woman in her costume which was a golden tiara with a single red-star design encircled her head. She wore an armored garment that looked to be mix of a strapless one-piece swimsuit and plate armor; the upper part was red, with a golden-metal 'W' crest across it, while the lower part was blue, and dotted with white stars, and a golden metal strip encircled her waist where the two parts met, where a lasso of yellow shining rope was resting. The same silver metal armlets encircled her wrists, and red long heeled boots with a white line going down and that went up to her knees and after succesful mission preventing a train from derailed off a bridge when she heard the call and flew towards New York where Superman is going.**

**In Central City Flash and Sonic were about to race Flash in his full, red bodysuit, with a red cowl over his face, leaving his mouth exposed, with golden twin lightning-bolts on the sides of the cowl, with the crest of a lightning bolt emblazoned on the chest. Sonic was a hedgehog he has green eyes, a black, pointy nose and a yellow belly. He had blue spiky hair by the back of his head with pointy yellow ears in front and had blue skin all over his body. Finally, he wore short white socks with red and white running shoes on his feet. They heard the call and they smirked and they race to New York City at the speed of sound.**

**In Japan after Shayera, Green Lantern, Batman, and Zatanna stop a big attack on the city they heard the call Zatanna cast a spell on themselves and they teleported to New York City.**

**In New York City Spidey was almost at the edge of the roof and the creature were closing in on him and Pikachu.**

**But two things happened one couple of sonic booms in the sky and on the ground and J'onn show up on the spot by Spidey and Superman show up with Diana and Flash and Sonic did the same running up the building and Batman, Zatanna, Shayera and John show up by Spidey. Two, a bright light began to shine before Spidey. The light suddenly vanished, revealing a strange thing on Spidey's Star Saber. It looked like a keychain with a eagle's feather, but it was a black with a white tip, with a symbol of the Assassin's and the combinded of a key and sword. The creatures shrieked when it saw the keyblade feather.**

**Spidey remembered the little red cloaked figure who saved him with his own gold keyblade. He figured that if he could use it to fight, then he could use his own sword the Star Saber to fight this black ugly fucker creatures.**

**Spidey unsteathed his sword which the blade shining with silver and blue cyber the cyber shining brightly glowing feeling like the Autobots and magic form into one and Spidey switched the katana for the blade reflected from Spidey's mask.**

**"Attack!" Spidey yelled and they go work on them.**

**He sliced the Star Saber through some the little creatures while Pikachu and Superman destroyed them with Thunderbolt and heat vision while everyone attack them with their powers before they upon the big one. Spidey dodged his huge fists with spider reflexes and ran up his to get to his head. He jumped up and pulled back the blade and vertical slash unleashing a powerful martix wave and struck into the creature's head, cutting and spliting it wide open. The creature's halfs fell to the ground and vanished.**

**"Bingo. We did it mates." Spidey smiled and steathed his katana. Spidey's friends were lucky they got here just in time to help him and Spidey and Pikachu waved them goodbye as they head back to their places.**

**Spidey web swinged to his large penthouse landed on the balcony and Pikachu jumped off his shoulder and Spidey shut down his suit and opened the glass sliding door and walked inside.**

**Spidey's penthouse was about rather large room about thirty feet wide and twice as long led to a island bar and a kitchen behind it and a dining area to the left. The kitchen led to a hallway about twenty four feet long with a ten by ten room at the end of it. These secret rooms in the hallway, the first when entering the hallway from the kitchen was a movie room with lots of seats and collection of movies. The secret room cloeset to the 40x40 room was meant a room to a spider cave with large comupters and a lab large enough to make the people in labs jealous. The dining area lead to two actual areas, the one along the back of the dining area and kitchen lead to a well light room with a rather large bathroom in the corner and a room revealing a balcony like room with a rather large swimming pool to which the high schoolers cheered about. The other along the dining area and living room was hall way with four doors on the right which leads to room about ten by ten with the expection of the master bedroom which it's own bathroom. Another three similar rooms and a bathroom with a rather large room facing oppsite. In the living room were a pair of couches forest green, a rich mahogany coffee table about a foot and a half off the ground, two feet wide and seven feet long. A pair of mahogany matching end tables for the a forty-three inch flat screen TV and VCR with couple of Spidey's movies next to it. The kitchen was fully equipt with pots, pans, utensils, plates, bowls, glasses and cups. Two sinks and a garbage disposal. The dining area has a mahogany dining table that was four feet wide and six feet wide with eight chairs. In one of the rooms beside by the master bedroom was a study room with queen Anne chairs and a smaller round table for a study room. In the two rooms were games rooms with video games with a largest flat screen TV with a Playstation 3 and Xbox 360 and games next to it and the other room with is fill with acrade games and a air hockey table in the second game room. The master bedroom upstairs was a queen size bed right against the wall, right under a wall lamp. A small table was next to it, and next to that was a cloest with a dresser inside it. A lamp and clock were on the table. It was mostly storage space largest penthouse and a makeshift apartment.**

**Spidey striped every thing off of him and put them in the cloest and put on some black ninja sweat pants with white socks and black tank top and Spidey goes to his bed along with Pikachu who jumped up and landed on his favorite spot on the pillow and Spidey tosses up the covers to the front of the bed and he gets in the bed and sinks in as he just gets comforted in it and pulls up the covers on him and justs lay down on the bed with his eyes closed and head on the pillow.**

**It was about 1:00 am when Spidey's cell phone ringing and Spidey got up and head to the living room kitchen where his phone is and the caller is unknown and when Spidey reached it and put his finger on the screen and slowly to unlocking it and his spider sense goes off and Spidey drops the phone on the counter and the phone was unlocked and a bright light shined before in the living room. The light suddenly vanished, Spidey unshielded his eyes and saw about 11 persons but they're not human. One was a red dragon-like reptile with yellow eyes standing normal bent-over bird-like stance, wing-like ears, a long and strong tail, and carries a black hazard symbol on his chest. The figure is muscular, yet a little slender with big legs, perfect for fast running. ON each of his large hands, has paws and three fingers with longs claws; and on each foot, he has two clawed toes and a claw coming from the heel. Stripes and triangle patterns on certain parts of his body. On its snout is a black, inverted verison of the zero unit. Two was a bunny like terrier with green stripes on his body and a horn on it's head and longs ears and blue eyes. Three was a female humanoid fox she was very swift and agile. She has fur sticking out from her shoulders and has a furry chest. Wore purple sleeves which has a yin-yang symbol on each, and has three fingers and claws on each. Swirling symbols can also be seen on her knees, which yellow, like most of her body. She also long, white, three-toed legs and a long, white-tipped tail. Marks under her penetrating icy blue eyes. Four was a small dino creature with green eyes and t-rex appearnce. Five was a maroon-eyed yellow-skinned lizard in a bluish-white pelt with navy blue markings. A yellow horn protrudes at the top of his head and his belly is blue with unusual pink markings. Six was a small pink bird with blue-tipped feathers and a single feather curled up on her head and a ring on her left ankle. At the tip of her wings are three pink claws and blue eyes. Seven was a male ladybug. He has six legs in total, the front being long arms with grey claws at the end. He has large, green eyes and two yellow antennae reaching out from his head. His wing-case is covered with grey spines. Eight was a plant-like creature which has light green skin with purple-tipped claws. She has a pink flower with a yellow center on her head. She has a small tail and small bumps lining her back, green eyes. Nine was a white, furry seal creature with no nose and has long ears, purple markings, orange-red mane, large claws, a short tail, and a W-shaped smile with two pointed teeth protruding out, green eyes. Ten was a small flying guinea pig-like creature with light blue eyes and bat-like wings, which could possibly be his ears. He has a short, stubby tail. His underside is a light cream color, while his back and head are orange. Eleven was a white Egyptian kitten, with large lime yellow and orange striped gloves with black claws sticking out of it. Blue eyes, purple stripped tail with a golden ring on the tail, purple tipped ears. Then Spidey's belt has two digivices on them.**

**"Who are y'all?" Spidey asked them as they looked at him in curious looks but when they see a spider symbol on this boy's tank top the red-lizard walked to up him.**

**"Are you Spideymon?" The red-lizard asked in a curious tone.**

**"Spideymon or Spidey but yeah Spidey and you are?" Spidey asked him.**

**"Guilmon." The red lizard now known as Guilmon say to him.**

**"Y'all are?" Spidey asked them.**

**"Terriermon." The rabbit creature said.**

**"Reneamon." The fox creature say.**

**"Augmon." The dino creature said.**

**"Gabumon." The lizard creature said.**

**"Biyomon." The bird creature said.**

**"Tentomon." The ladybug male creature said.**

**"Palmon." The plant creature said.**

**"Gomamon." The seal creature said.**

**"Patamon." The guinea pig-like creature said.**

**"Gatomon." The cat creature said.**

**"We're Digimon! Digital Monsters!" The digimon expect for Reneamon just muttered something.**

**"Wow it's nice to meet you y'all. You already know me I about get y'all a place to sleep eh?" Spidey asked them and they nodded.**

**Spidey gestures them to pick some of the bedrooms in the penthouse and they went to each one and they went to sleep for the night.**

**The next day Spidey in his clothes expect his cap is in the backpack and replace by a brown turtleneck black stringed cowboy Lone Ranger style and black shades Spidey and his friends Pikachu and the digimon group went to the park everyone was used to the appearnce of humaniod animals or anything and Spidey was sitting under a tree, his hands behind his head and his hat over his eyes without the shades on his eyes sleeping thinking and Reneamon lays with him on the other side of the tree. MJ suddenly came to sit beside him gently shaking him on the shoulder waking up as he rised his hat and staring straight into MJ's emerald green eyes.**

**"Hey, there." MJ say with a smile.**

**"Howdy MJ, what's up?" Spidey say with a light smile.**

**"Nothing. What are you doing out here in Central Park here all alone?" MJ asked.**

**"I was just sleeping thinking and I'm not alone just look over there." Spidey tell her and pointed at the pond where Guilmon and the others playing tag with Pikachu being it.**

**"About what?" MJ asked with curious eyes.**

**"About that monster that attacked the cafeteria yesterday. What do you think it was?" Spidey says with a sigh.**

**"I don't know. Some say it's an alien or it could be a monster." MJ tells Spidey.**

**"You know, I thought you were friends with Spider-Man and I'm trying to figure who was under that mask of his. For saving our lifes in that school yesterday." MJ says with a kind smile.**

**"Your welcome MJ." Spidey says with a light smile.**

**"I was hoping I'd find you because I thought it would be nice if we went out sometime." MJ says.**

**"You mean, like...a...date?" Spidey asked confused if she asking him.**

**"Maybe." MJ blushes.**

**'She's so cute when she blushes like that. Could it be that she's asking me out?' Spidey thoughts.**

**"It's ok if you say no. You probably have other plans." MJ says hoping to say yes.**

**"No, I'd love to go out sometime. Perhaps on the weekend?" Spidey says with a smile.**

**"That would be great." MJ gives a small smile.**

**Suddenly the wind picked up and they heard a rumbling sound. Spidey's spider sense goes off and Guilmon gets angry and growing at the clouds senses something bad is about to happened and his pupils shrink.**

**"I think we got a storm coming. Bye, Spidey!" MJ say as she got up and run back home waving Spidey good bye.**

**"Later, MJ!" Spidey smiled back at her and waved back at her.**

**Then Spidey's smile turn serious and looks at the storm.**

**'It seens that storm is bad news.' Spidey thought.**

**"Come on guys let's go." Spidey call everyone and they looked at him and Reneamon does the same got up from her spot and they rushed out of the park and raced for home and Spidey calls his friends.**

**Far in space on a planet known as Disney Castle...**

**Donald Duck, the magician walked calmly down the hall to the throne room while a group of brooms marched past him. He knocked on the big doors and they opened up for him. He entered the throne room and walked towards the big golden throne in the center of the room.**

**"Good afternoon, Your Majesty." Donald say with a smile.**

**But he got closer to the throne, he could see there was no one there. Pluto the dog wa holding a letter in his mouth. He gave the letter to Donald, who read ir and quacked in shock.**

**He ran out of the throne room and into the garden. Goofy, the captain of the royal knights, was lying on a field of flowers, asleep.**

**"Wake up, Goofy! This is serious!" Donald yelled at the sleeping Goofy.**

**But Goofy kept snoring peacefully. Annoyed, Donald cast a spell and lightning zapped at Goofy, causing him to jump. He sat up and rubbed his eyes.**

**"Hey there, Donald." Goofy says with a smile.**

**"We got a problem, Goofy! But don't tell anyone. Not even the Queen. It's top secret!" Donald says not knowing that two ceartain ladies were behind him.**

**"Good afternoon, ladies." Goofy bowed and smiled.**

**"What?!" Donald yelled.**

**Standing behind Donald was Queen Minnie and Donald's girlfriend, Daisy, who was the duchness.**

**In the library, Donald showed them the letter the King had written.**

_**Donald, sorry to rush off without saying goodbye, but there's big trouble brewing. The Heartless are searching for every keyholes in other worlds. I hate to leave you all but I've gotta go check into it. There's someone with a "key" - the key to our survival. So I need you and Goofy to find him and his friends and stick with them. Got it? We need that key or we're doomed! Merlin will point you in the right direction on where to start your travels. PS, would you apologize to Minnie for me? Thanks pal.**_

**Everyone was shocked at the letter.**

**"Oh dear! What could this mean?" Daisy say in concerned.**

**"It means we'll just have to trust the King." Minnie tell them.**

**"Gawsh, I sure hope he's ok." Goofy says.**

**"Don't worry Your Highness, we'll find the King and this "key"." Donald says in determination.**

**"Thank you both." Minnie says in a happy tone.**

**"Daisy, can you take care of Huey, Dewey, and Louie?" Donald asks his girlfriend.**

**"Of course. And we'll look after Max too. You be careful now, both of you." Daisy told them.**

**"And to chronicle your travels, they will accompany you." Minnie says and nodded towards a small cricket and a yellow dot on the desk.**

**"Cricket's the name. Jimmy Cricket, at your service and this second is Tinkerbell." Jimmy tell them.**

**Minne summoned Merlin the sorcerer for help. They explained everything to him and showed him the letter.**

**"I see. This must be very serious." Merlin say in concerned.**

**"What?" Donald asked confused.**

**"First of all, these Heartless the King wrote about are dark creatures without hearts. They get attracted to darkness in someone's heart. They are searching for the keyholes of the worlds." Merlin explain to them.**

**"Why?" Goofy asked.**

**"Each part of our world has a keyhole, and each one leads to the heart of that world. If the Heartless enter through the keyhole, they'll do something real bad to the world's core, and that world disappears from our planet. That's why this key is very important. It has to lock all the keyholes." Meriln tells them.**

**"Then what are we waiting for! Let's go find that key!" Goofy yelled in determination.**

**They went down to the Gummi hanger where their big red and yellow ship stood, waiting for them. Donald was dressed in blue garments and wore a different hat. Goofy wore green and yellow garments and an orange hat with goggles.**

**"So remember, while we're in other worlds, you can't let anyone know where you're from." Jimmy tell them.**

**"That's right! We gotta protect the world border." Goofy say not getting the word right.**

**"It's world order!" Donald correcting him.**

**Two chipmunks named Chip and Dale were inside the ship, checking everything on the ship before leaving. Two giant gloved hands reached down and picked up Donald and Goofy and dropped them into the ship. Pluto jumped in too. He wanted to come and help them find the King.**

**A big door opened and the Gummi ship rose up, ready for blast off. On deck, Minnie and Daisy waved goodbye while Donald and Goofy waved them from the window. The ship blasted off through the tunnel and into the sky.**

_**Back in New York City...**_

**That night, the sky got darker and darker. Thunder rumbled in the clouds and lightning flashed, wind blowing hard. But Spidey, The Justice League, Sonic, the digimon group and Pikachu looked down at the city and Krypto was with them. As he gazed out the city, they noticed some little black objects were falling from the sky. Spidey reached behind and grabbed his binoculars and gasped when she what they were.**

**Behind him Superman looked at the same thing with Spidey.**

**"What you think they are?" Superman asked in a curious tone.**

**"I don't know Kal-El but something tell us these are the same creatures that attacked me yesterday." Spidey tell him.**

**"You mean those are the same creatures attacked you yesterday before last night we arrived." Augmon say to Spidey.**

**"Yup." Spidey say simple and short.**

**"Let's move y'all." Spidey say and put back his binoculars and they jumped off from the building and ran into the city.**

**As they ran, flew further into the city, people were running and screaming to get away from those black creatures. They sucked out their hearts and the people were turned into those creatures.**

**"Hera NO!" Diana yelled in shock.**

**Then Spidey saw MJ, standing in the streets. As he ran to her, she suddenly faded into darkness. Spidey tried to reach for her, but he was too late.**

**Spidey then threw back his head and roar in shocked and angry looked at the creatures.**

**"Oh my god, y'all killed that girl. You little SHITTY...FUCKING...BASTARDS!" Spidey yelled and pulled out his blade which was glowing dangerously cyber blue.**

**He tried desperately to fight off the shadow creatures. The whole city seemed to be fading away. Everything was getting dark.**

**Everyone get in a circle with them fighting off the creatures and noticed the darkness glowing towards them.**

**"What are we gonna do? How long do we keep fighting these monsters? Somebody help us! Please!" Spidey yelled.**

**A bright light seemed to glow before them. They shielded their eyes as the light became brighter and brighter. As the light engulfed them, the last they saw was their home world disappearing into darkness like a comic book world fading from existence.**


	2. Dwarf Woodlands

**Spidey moaned as he rolled over. He stagged as he tried to stand up despite the aches and pains in his body. He then felt being lifted to his feet by two familiar hands on him and noticed his surroundings. He was in a grassy field filled with flowers. A dark forest was nearby and a big white castle stood far away.**

**Spidey's mask removed to the neck line and his cap was back on but wearing black goggles and his friends were with him: The Justice League, Sonic, Pikachu, Krypto, the digimon group and the ones were lifting up to his feet were Clark and Diana.**

**"Thanks guys." Spidey say as they nodded and Pikachu jumped onto his shoulder and Spidey looked at him and patted him on the head earning a happy squeak from him.**

**"What is this place y'all? How did we get here? Let's see...I remember going to school for the last day, meeting Gwen and Peter, meeting MJ, finding that cloaked lady in the locker room, fighting those black monsters at the cafeteria, leading them to a building and we're fight them, they attacked the city...wait a minute. Our home! Eeveryone else! My friends! MJ! What's become of them! Oh craping God, we hope they're ok! But what am we gonna do? We don't even know where we are!" Spidey says rambling.**

**He stopped talking when they heard a woman's scream. It was coming from the dark forest. They ran inside the dark forest, searching for that someone who had been screaming. Tree had evil looking grins and branches that looked like arms that were reaching out to grab someone. Spidey was not scared at first because he was teached by Bruce not to fear anything, but they heard the woman's scream again. They kept running through the woods when they came to an opening.**

**There was a young lady with short black hair, pale white skin, red lips, and wore a yellow and blue dress, and had a red bow in her hair. She was surrounded by those black shadow creatures.**

**"Agumon, Guilmon! go now and help her! Pikachu use Thunderbolt on these creatures if I missed any and everyone else attacked." Spidey tells them and they nodded and they run out at them and Pikachu jumped high into the air.**

**"Pepper breath." Agumon said, before releasing a fireball towards the creature.**

**"Pyro Sphere." Guilmon said, before releasing a red fireball towards them.**

**"Pika-CHUU!" Lightning erupted from the rodent Pokemon's cheeks and aimed directly at the creautres. The electricity hit the creatures along with the two fireballs and eliminated some of the creatures.**

**Spidey slashed them with his katana while everyone else used their powers before they could harm the poor lady. When the shadow creatures were gone, the lady passed out onto the ground and cried. Spidey and everyone else walked over to the lady and Spidey knelt down beside her.**

**"What's the matter miss?" Spidey asked in concerned.**

**"Those trees tried to grab me. And then there were those monsters who tried to hurt me." The young lady said.**

**"It's ok. We got rid of them. You don't have to be afraid anymore." Spidey says with a smile.**

**The young lady looked up at Spidey and his friends with a mouse on his shoulder, with frightened teary eyes. Spidey held out his hand to help the lady to her feet.**

**"Oh, thank you, um-" The young lady said not knowing their names.**

**"My name's Spidey. My friends Superman, Batman, Wonder Woman, Green Lantern, Shayera Hol, Flash, Sonic, Pikachu, Zatanna, J'onn, Guilmon, Terriermon, Reneamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, and Krypto." Spidey tell her their names.**

**"My name's Snow White." Snow White say.**

**That name in Spidey's head hit him for a loop due to he read fairytales book and this is one of them.**

**'Snow White. I heard of that story when my aunt and uncle read to me about them.' Spidey thought.**

**"What are you doing out here all by yourself?" Diana asked in conerned.**

**"I ran away because my stepmother, the Queen, wanted me killed." Snow White tell told them.**

**"Why?" Terriermon asked from Spidey's right shoulder while Pikachu on Spidey's left shoulder, Patamon on his head and Spidey carring Gomamon in his arms.**

**"The Huntsman told me that she was jealous of me." Snow White tell him.**

**"I see. Now, how do we get out of these woods?" J'onn asked in his calm tone voice.**

**A few birds nearby chriped to Snow White and Spidey and his friends.**

**"They said they know a cottage where we go to stay." Snow White tell them.**

**"How do you understand birds? (Snow Whites leaves) Uh, never mind." John Steward say confused.**

**Snow White and Spidey and his friends followed the animals through the forest until they came to a cottage. When they entered, it was dark and dusty.**

**"This whole place is dusty. The dishes haven't been washed, the broom is covered with cobwebs as well as the walls and ceiling." Zatanna says in scarsm.**

**"I wonder who lives here." Snow White says looking around the place.**

**"Well, there are seven little chairs, so maybe seven people." Spidey say counted the chairs around the table.**

**"Perhaps seven little children live here." Snow White say.**

**"Why would children live here when they should've been cleaning up this dump so their mama won't scold them?" Flash say.**

**"Maybe they have no mother. I know! I'll clean up the place until they return." Snow White say.**

**"We'll help too." Diana offered her help to clean this place up.**

**"Oh, how sweet of you." Snow White say with a smile.**

**Spidey, Clark, Bruce, Diana, Wally, Sonic, Pikachu, J'onn, John, Shayera, Agumon, Guilmon, Gabumon, Biymon, Terriermon, Reneamon, Tentomon, Palmon, Zatanna, Gomamon, Patamon, Gatomon, and Krypto helped Snow White and the forest animals sweep, wash, and dust the cottage until it got dark. Some took a nap on the seven little beds upstairs while the others sit down on the floor against the wall sleeping.**

**What they didn't know was that returning home from working in the mines were seven little Dwarfs named Doc, Grumpy, Bashful, Sleepy, Sneezy, Happy, and Dopey. Donald and Goofy saw them marching home and followed them. The dwarfs saw the lights were on in the cottage and crept towards it quietly. The forest animals heard the Dwarfs coming and they quickly hid in the woods and watched them.**

**When the Dwarfs got inside, they were surprised to see that the cottage was clean. Then they heard snoring upstairs. Carefully, they walked up the stairs and into their bedrooms. They Spidey, Clark, Diana, Bruce, J'onn, Guilmon, Agumon, Gabumon, Terriermon, Reneamon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Sonic, Wally, John, Zatanna, Shayera, Pikachu, and Snow White laying their beds sleeping while the others layed against the wall.**

**At that moment, Spidey's spider sense goes off weakly meaning they friendly and everyone else began to wake up. Snow White was surprised expect for everyone else to see the seven Dwarfs gazing at them.**

**"Why...why you're little men." Snow White say upon seeing them.**

**"Who are you?" Spidey asked.**

**"We should be asking you the same thing? Who are you and what are you doing here?" Grumpy asked.**

**"Please don't be mad. We were lost in the woods and found your cottage and we cleaned it." Snow White tell them.**

**"Well, thank you for cleaning our cottage, Miss-" Doc says not known of her name.**

**"I'm Snow White." Snow White introduced herself.**

**"Snow White!" Doc say in shock.**

**"The princess?!" The Dwarfs say in unsion.**

**"You're a princess?" Spidey and Diana asked.**

**"That's right." Snow White say to them.**

**"Well my dear princess, we're honored to have you in our home. And who's your friends?" Doc asked looking at the band of superheroes and digimon.**

**"That is Spidey, Superman, Batman, Wonder Woman, J'onn, Guilmon, Agumon, Gabumon, Terriermon, Reneamon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Sonic, Green Lantern, Zatanna, Shayera, Krypto, and Pikachu." Snow White tell them.**

**"Hello. And what are your names?" Spidey asked.**

**"My name's Doc." Doc say.**

**Twirls his beard while blushing. "My name's Bashful." Bashful says.**

**"I'm Sleepy." Sleepy yawns.**

**"My name's Sneezy...Ah-choo!" Sneezy says before sneezing which Zatanna use her magic to product a napkin for him and blow it into it.**

**"My name'e Happy. And this Dopey. He doesn't talk." Happy says in a happy tone and points at Dopey.**

**Dopey nodded. The last Dwarf had his arms crossed and looked angry.**

**"You must be Grumpy." Snow White says looking at him.**

**"No wonder he's so grumpy." Zatanna says and giggles.**

**"Aw, shut up! Now get out of here!" Grumpy yelled not knowing a dark shadow looming over him.**

**"Uh dude, whatever you do don't look to your right." Spidey says and pointed behind him.**

**"Why is that?" Grumpy asked in a angry tone.**

**"Because Batman is right behind you." Flash said with his Flash smile.**

**Grumpy looked to his right side and saw Batman giving him his famous Bat-Glare with the white eyes narrowed and black mask leaving his mouth opened and Grumpy's angry disappeared in a second.**

**"Told you man do not get angry or Batman will give you a glare so nasty you turn white as a ghost." Spidey light laughed.**

**Batman then rise up and walked away from them and stand by Spidey's side.**

**"Please don't send us away. If you do, she'll kill me." Snow White pleaded.**

**"Who will kill ya?" Doc asked.**

**"My stepmother, the Queen." Snow White say.**

**"The Queen?!" They said in unison.**

**"She's an old witch! But I'm warning ya! If the Queen finds her here, she'll swoop down and wreck her vengeance on us!" Grumpy say.**

**"But she doesn't know where I am." Snow White say afraid of the Queen.**

**"She don't, eh? She knows everything. She's full of black magic. She could even make herself invisible. Might be in this room, right now." Grumpy saying looking around the room.**

**Dopey looked underneath Happy's beard to see if anything was there, but Happy bopped him in the face.**

**"Oh, she'll never find me here. And if you let us stay, we'll house keep for you. We'll wash and sew and sweep and cook-" Snow White say but cutted off by the Dwarfs.**

**"COOK?!" They said.**

**"Can make you make dapple lumpkins?" Doc asked in a child way.**

**"It's apple dumplings!" Grumpy yelled.**

**"Uh yes. Apple dumplings." Doc say.**

**"Yes, and plum pudding and gooseberyy pie." Snow White says.**

**"I can cook too. And me and my friends help out with the chores Snow White does, if you don't mind." Spidey says and they looked at him because Spidey is a very good cook in the kitchen.**

**"Hooray! They stay!" The Dwarfs said.**

**Arount that time, Donald and Goofy had arrived in Dwarf Woodlands.**

**"Gawsh, sure is pretty here." Goofy said in awe.**

**"This is no time enjoy the scenery. We have to find that key." Donald tell him.**

**Pluto sniffed the ground trying to catch a scent. He caught one and he growled.**

**"What is it, Pluto?" Goofy asked.**

**He pointed towards the big castle in the distance.**

**In the castle, Queen Grimhilde was talking to her magic mirror. She was holding a red box in her hands. Pete was in the room too.**

**"Magic mirror on the wall, who now is the fairest one of all?" Queen Grimhilde asked.**

**"Over the seven hills...in the cottage of the seven Dwarfs...dwells Snow White...fairest of all." The mirror tell her.**

**"But she's dead, ain't she?" Pete asked.**

**"Yes. Snow White lies dead in the forest. The huntsman has brought me proof. Behold, her heart." Queen Grimhilde say and put up the box up to his face.**

**She opened the box and showed it to the mirror. Pete looked into the box and gagged.**

**"Snow White still lives...fairest in the land...tis the heart of a pig you hold in your hand." The mirror tell her.**

**"The heart of a pig?! And I've been tricked!" Grimhilde shouted in anger.**

**And she walked off, angrily. Pete followed her from behind. Queen Grimhilde walked down the steps to her laboratory with Pete catching up to her. Donald, Goofy, and Pluto peered through a window, watching Pete and the Queen.**

**"The heart of a pig! The blundering fool!" The Queen yelled.**

**She tossed the box away, angrily.**

**"Hey listen, Queenie. It's not over, you can still kill her. With the use of the Heartless, you can get rid of Snow White and become the fairest in the land. That is if the person with the key doesn't show up. He could be trouble." Pete tell her unknown to him that person with the key is Spidey and his Star Saber key (feather) attached to it.**

**Queen Grimhilde thought for a moment, and then grinned evilly.**

**"Yes, you're right. I'll go myself to the Dwarfs' cottage in a disguise so complete, no one will ever suspect. And you shall stop this someone with the key from interfering with the Heartless." Grimhilde tell him.**

**She took a magic book of disguises from the shelf and read it.**

**"But what are you going to turn yourself into?" Pete asked in a curious tone.**

**"I will change myself into an old peddler. Now let's see..." Grimhilde say and looking in the book.**

**As she read through the book, she instructed Pete to bring her magic spells.**

**"Mummy Dust...to make me old. To shroud my clothes...Black of Night. To age my voice...an Old Hag's Cackle." Grimhilde say.**

**She turned the handle and the sound of an old hag cackling sounded through the tubes. The drops fell into the cup.**

**"To whiten my hair...a Scream of Fright." Grimhilde say.**

**She switched the handle of a pot and as the potion turned green, a loud scream echoed throughout the room. Pete covered his ears until the scream died down. Donald, Goofy, and Pluto also held their ears until the screaming stopped. Then Queen Grimhilde held the cup to the window, the one where Donald, Goofy, and Pluto were. They ducked down as she approached the window.**

**"A blast of wind...to fan my age!" Queen Grimhilde yelled.**

**Wind was blowing throughout the room. It blew Pete and the raven towards the wall.**

**"The thunderbolt...to mix it well." Queen Grimhilde say and a lightning bolt lit up the room, and the potion bubbled and steamed.**

**"Now...begin thy magic spell." Queen Grimhilde say.**

**The raven and Pete looked on nervously as they watched Queen Grimhilde drink the spell. Suddenly, she dropped the glass to the floor and held her neck, breathing frantically. Lightning and thunder boomed through the sky. The Queen's hair turned from black to white, her smooth hands turned wrinkled with long fingernails, and her clothes turned black. Then everything became quiet. Donald, Goofy, and Pluto watched and waited to see what would happen. Pete walked carefully towards the figure in black.**

**"Uh, Queenie?" Pete asked.**

**The figure, who covered her face, turned towards Pete, cackling. When she revealed her face, Pete screamed and fell back, as did the raven that hid in an empty skull. It was no longer the Queen; in her place was old, ugly and scary looking woman. Donald, Goofy, and Pluto were also terrified.**

**"Well, what do you think?" The Queen who now an old hag say.**

**"It's...uh...prefect." Pete frightened by her appearnce.**

**"And now...a special sort of death, for one so fair. Ah! A poisoned apple, sleeping death." Old Hag say and scans her book.**

**"How is that gonna work?" Pete asked.**

**"It's says here that one taste of the poison apple and the victim's eyes will close forever in the Sleeping Death." Old Hag says.**

**The Old Hag picked up an orange apple, and dipped it into a magic brew she made. When she pulled out the apple, there was an skull's face on the fruit.**

**"Look! On the skin. The symbol of what lies within. Now...turn red, to tempt Snow White, to make her hunger for a bite." Old Hag says.**

**The apple turned blood red. The Old Hag showed it to Pete.**

**"You want a bite?" Old Hag faking offered the apple.**

**"Ah! No thank you!" Pete says and backs against the wall with the raven.**

**"It's not for you, it's for Snow White. When she breaks the tender peel, to taste the apple in my hand, her breathe will still...her blood congeal...then I'll be fairest in the land!" Old Hag says in victor tone.**

**As she cackled, Pete looked through the book and his eyes caught something in the book.**

**"Wait a minute! There's an antidote." Pete told her and her laugh stop and looked at him.**

**"What? Let me see that." Old Hag asked.**

**She looked in the book, and her eyes widened.**

**"It says the victim of the Sleeping Death can be revived only by Love's First Kiss. Love's First Kiss? Bah!" She yelled and slams the book shut.**

**"But what if some good looking guy came around and woke Snow White with one smooch?" Pete asked.**

**"Don't worry. The Dwarfs will think she's dead. She'll be buried alive!" She cackled evilly.**

**"What'll we do, Donald?" Goofy whispers.**

**"We should find this Snow White girl and warn her." Donald tell him.**

**But standing behind them were a group of solider Heartless. They lunged at Donald, Goofy, and Pluto, knocking them out cold.**

**The next morning, the seven dwarfs left to work at the mines. Doc asked Spidey and his friends to stay and watch over Snow White if anything happened. Snow White was busy making gooseberry pie for Grumpy.**

**"You think Grumpy's gonna like this?" Spidey asked.**

**"I hope so. Do you wanna help?" Snow White asked.**

**"Yeah, I love to help you." Spidey say with a smile.**

**While they both worked on the pie, a shadow Heartless appeared near the cottage setting Spidey's spider sense off.**

**"Oh no! Snow White, you stay here! I'll be right back! Diana can you help me with something!" Spidey say and Diana went with Spidey.**

**Spidey and Diana charged after the Heartless. But the Heartless fell back, leading them farther and farther away from the cottage. As soon as Spidey and Diana had gone, the Old Hag appeared at the window, surprising Snow White.**

**At the Queen's castle, Donald, Goofy, and Pluto were in a dungeon.**

**"I wanna get outta here, Donald! This place is spooky!" Goofy asked scared.**

**"Ah phooey. I'm no scared-" Donald say not scared until this happened.**

**But when he bumped into a skeleton still chained to the wall, Donald made a terrified squawk and landed on Goofy's back.**

**"I thought you said you weren't scared." Goofy smirked.**

**"Aw, forget it! We need to get outta here!" Donald yelled.**

**He looked at his magic wand and an idea came to him. He blasted a Blizzard spell to freeze the bars. The prison bars were now frozen icicles, which suddenly shattered to tiny pieces.**

**"Good idea, Donald!" Goofy said happy.**

**"Now let's go!" Donald tell him.**

**They left the castle and went to find Snow White.**

**Meanwhile, Spidey and Diana had chased the Heartless flew and web swinged all the way to the Dwarfs' diamond mine. The Heartless disappeared, and Spidey and Diana landed on the ground and Spidey sat down on a rock, trying to catch his breath. The Dwarfs were busy pulling a mine cart when they saw Spidey and Diana.**

**"What are you doing here? You two supposed to be keeping an eye on Snow White." Doc say.**

**"I was and don't worry about her my friends watched her, but those monsters showed up and-" Spidey say but was cut off.**

**Just then, the forest animals showed up. They tried to force the Dwarfs and Spidey and Diana to go with them, but the Dwarfs didn't understand expect for Diana and Spidey.**

**"Go away! Shoo!" Grumpy said to them trying to tell them to git.**

**"What's wrong with those crazy critters?" Doc asked.**

**Suddenly Sonic show up at a high rate speed and whispered to Spidey and Diana what happened at the cottage.**

**"Maybe the old's Queen's got Snow White." Sleepy said before yawning.**

**That's when the Dwarfs got the picture.**

**"THE QUEEN!" Doc yelled.**

**"SNOW WHITE!" The Dwarfs yelled.**

**"That's why those monster led us away from the cottage! I should've seen it coming!" Diana say.**

**"The Queen'll kill her! We gotta save her!" Grumpy say in determination.**

**"I don't think so!" A voice heard from behind.**

**Everyone turned to see Pete standing before them.**

**"Queenie sent the Heartless as a distraction to get to your precious Snow White. If you wanna save her, you'll have to get past me." Pete said.**

**"That can arranged you big fat sucker." Spidey say smiling darkly and cracking his knuckles and bring out his katana and bullwhip dropping the whip to the ground but helding on the handle and ready to beat up Pete right here right now and his mask came on again.**

**Then, out of nowhere, Donald and Goofy lunged at Pete, knocking him to the ground. All three lay on the ground, dazed. When Donald and Goofy recovered, they saw the feather on Spidey's Star Saber signaling them on the symbol of a keyblade symbol in Spidey's hand. Spidey wounded up his whip and clipped on the holster but still held out the blade.**

**"The key!" Donald/Goofy said in shock.**

**Spidey's mask removed to the neck line. "Are you alright mates?" Spidey asked.**

**They looked up and saw Spidey standing over them. Donald and Goofy were surprised to see that the person who holds the key feather attached to a katana to their problems was a boy, a very cheerful one and determined to save anyone in fact. They stood up, brushed themselves off, and greeted him.**

**"Howdy sir." Goofy greeted him.**

**"H-hello." Donald say in awe.**

**"Who are you?" Diana asked.**

**"We don't have time for introductions! We gotta save Snow White!" Grumpy said.**

**The Dwarfs jumped onto some deer and rode off, but Spidey ran with his superhuman of 200 mph and steathed his blade and bring out his Cpatian America shield on his forearm strapped on his right arm, Sonic run with his speed, Diana flew towards the cottage and Donald and Goofy rode on some deer. The stampede of animals and superhuman's alike trampled Pete as they rode and run over him. They rode and ran through the forest as quick as they could to get to the cottage.**

**But they were too late. The Old Hag tricked Snow White into eating the poisoned apple, and Snow White dropped to the floor. The apple rolled out of her hand. The Old Hag cackled with glee. Outside, it began to rain. A storm was coming.**

**"Now I'll be fairest in the land!" The Old Hag smiled in victory.**

**As she left the cottage, she saw the Dwarfs, Spidey with a shield on his forearm, Diana flew in the air, Sonic running then Superman, Batman, J'onn, John, Shayera, Flash, Pikachu, Guilmon, Terriermon, Reneamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Krypto, Donald, and Goofy coming with the animals. She ran off into the woods. As they ran past the cottage, Spidey caught a glimpse of Snow White on the floor and was shocked.**

**The Old Hag ran as fast as she could through the woods with the Dwarfs, the animals, Spidey, the Justice League, Sonic, digimon, Donald, Goofy and Krypto right behind her. The Old Hag climbed up a rocky mountain to get away. Spidey jumped and sticked his hands and feet to the wall and crawling after her, Superman grab some of the digimon and flew up after Spidey, Batman grabbed Gomamon and pulled out a grappler and shoot it up to the rocks and pulled him up, Green made a green platform picking up the Dwarfs and Flash and Sonic and flew up, J'onn has Pikachu on his shoulder and flew up with them, Diana picked Donald and Goofy by the hands and flew up, Krypto fly up going after her.**

**Finally, the Old Hag reached the top of the cliff. But there was nowhere to go. Two vultures sat on the top of a tree watching her.**

**"I'm trapped! What'll I do? The meddling little fools!" Old Hag yelled.**

**As the group got closer to her, the Old Hag picked up a long branch and attempted to push a big boulder onto the group.**

**"I'll get you! I'll crush your bones!" Old Hag yelled in angry.**

**But Batman reached up first and put the seal digimon on the ground and the Old Hag looked at him and look in fear at the man's powerful frame and black clothing with a yellow belt on his waist.**

**The group stopped when they saw what the Old Hag was doing but saw Batman glaring at her.**

**"Look out!" Grumpy yelled.**

**"It's gonna fall on us!" Goofy yelled.**

**Before the Old Hag could push that boulder, Spidey pulled out his katana and unleashed a powerful blue matrix wave, which sliced the cliff where the Old Hag stood. It broke, and Batman jumped back and grabbing Gomamon and leaping back. It broke, and the Old Hag fell off the cliff, screaming. The boulder tumbled down after her. Everyone looked over the cliff as two vultures flew down to her body at the bottom of the cliff.**

**Later that day, there was a funeral for Snow White. She was put in a glass coffin; flowers were placed around her coffin. The dwarfs sobbed, the animals lowered their heads sadly, Donald and Goofy hugged each other and cried. Spidey put his cap over his eyes cried sliently the most while everyone else stands behind him. Just then, handsome prince, who was riding his horse nearby, saw what was going on and came over.**

**"Who are you?" Donald asked.**

**"I was riding through the woods when I heard crying. What's happened to this girl? I've met her before." The prince say.**

**"Really?" Sonic asked.**

**"Yes. What happened to her?" The prince asked.**

**"The Queen tricked her into eating a poison apple." Goofy say.**

**"Oh no." The prince say in sorrow.**

**The Prince walked over to Snow White's lifeless body. He leaned down and kissed. Then he knelt down and lowered his head.**

**For a moment, everything was silent. Then Snow White's eyes began to open, and she moved. Everyone gasped expect for Batman and Spidey Batman give a small smile and Spidey smile. Snow White sat up and stretched. She was alive.**

**Then the Prince gently lifted Snow White into his arms. The Dwarfs, the animals, Spidey, Justice League, digimon, Pikachu, Sonic, Donald, Krypto, and Goofy cheered, danced, high-five, and jumped for joy.**

**The Prince invited Snow White to come with him to his castle, and she said yes. She kissed the Dwarfs goodbye and hugged Spidey goodbye. Then the Prince lifted Snow White onto his horse and they both rode away. They all waved goodbye and see you later to her.**

**Spidey, Donald, Goofy, Superman, Batman, Wonder Woman, J'onn, Flash, Shayera, Zatanna, John, Pikachu, Krypto, Guilmon, Agumon, Terriermon, Reneamon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon goodbye to the dwarfs and left the cottage. When they got to the Queen's castle, Donald and Goofy explained everything to Spidey and his friends.**

**"So, you were looking for me?" Spidey asked.**

**"Uh-huh." They said.**

**"And those little monsters are called Heartless because they feed on people's hearts, right?" Superman asked.**

**"That's right! They're attracted to the darkness in someone's heart. And they say that there's darkness in every heart. But it's your heart they're really after, because you have the key." Goofy said and pointed at Spidey's Star Saber sword.**

**"First of all, this world you're in is very far away from Earth with your friends. No one was supposed to know about it because it's a secret. It's been a secret because it's never been connected, until years ago. The other worlds on our planet haven't been connected either so they don't know of another world's existence, or ours. But when the Heartless came, it changed everything." Donald tell him.**

**"How could all of this happen? I was laying down at Central Park when...wait! What about our home? My friends? The last I saw of it was when so many Heartless came falling from the sky and attacked everyone! You don't suppose that-" Spidey said.**

**Donald and Goofy looked at him sadly. Spidey lowered his head. His home was gone, his friends were gone.**

**The Pluto barked loudly to get their attention. He led them into the castle and into a room where they found was the Queen's magic mirror. They were a bit freaked out by this creepy looking face inside the mirror.**

**"W-Who are you?" Spidey asked.**

**"I was the Queen's private mirror. But now she's gone, my service is done. Adieu, Ultimate hero and Chosen Wielder of the Key." The mirror say.**

**The mirror's face vanished and a keyhole appeared in the mirror. Spidey's Star Saber began to glow and a matrix energy shot out from the tip of the katana and into the keyhole. A locking sound was heard and the keyhole vanished.**

**"W-What the crap was that?" Spidey asked.**

**"You just locked the keyhole to this world." Donald tell him.**

**"Huh?" Spidey say confused.**

**"Pika." Pikachu agreed with him.**

**"All the worlds on our planet each have a keyhole, which leads to the heart of that world. If you don't lock all of them, the Heartless will find those keyholes and those worlds will disappear forever!" Goofy told them.**

**"That's awful!" Diana say in shock.**

**"Well, now that you're here, we can go to other worlds on our vessel." Goofy say with a comforting smile.**

**"I wonder if I can find MJ. She fell through a black hole when I tried to save her." Spidey said with a frown.**

**"Of course we'll find her." Donald say and Goofy pulled Donald and spoked quietly.**

**"Are you sure?" Goofy whispers not knowing Superman can hear them.**

**"Who knows? But we need him and his friends to come with us to help find the King." Donald whispers back.**

**Spidey didn't hear them. He was too busy swinging his Star Saber around but not enough to set off any matrix waves in a fit of laughes like a little boy.**

**'I get to have an adventure! (laughs) just think of all the exciting things I can do, and see all the amazing worlds out there! It's like a dream come true from a video game!' Spidey thought and put back his blade.**

**"But you can't come dressed like that. What is that anyway?" Donald asked looking at Spidey's costume.**

**"It's my Spider-Man costume." Spidey told them.**

**"Spider-Man? What you mean Spider-Man-" Donald asked and they got their answer as Spidey jumped from the ground and flip in the air and stuck to the wall like a spider.**

**"See I mean y'all Spider-Man as in powers of a spider." Spidey smirked and they nodded not even going to change his clothes.**

**Spidey jumped down and suddenly, in a flash of light, they were transported up to the Gummi ship. Pluto was already on board, with Jimmy, Tinkerbell, Chip, and Dale.**

**"Who are they?" Diana asked.**

**"This is Chip and Dale, the engineers of our ship. This Pluto, the King's dog. And this is Jimmy and Tinkerbell, our two chroniclers." Goofy say and introduce to them.**

**"Pleased to make your acquaintance, sir." Jimmy say.**

**Tinkerball then flew up to Spidey's face and Spidey saw her with a ability that if anything is about that small known as the eye of sniper and saw her is a pixie.**

**"She's the size of Nanomech." Spidey say Donald and Goofy were confused.**

**"Nanomech who is that?" Goofy asked.**

**Spidey then brings up his left arm and the nanotech revealed the Ultimatrix and the two looked at the green gaunlet watch on Spidey's wrist.**

**"What is that?" Jimmy asked and jumped up onto Spidey's left wrist and looking at the device.**

**Spidey explain this watch is powerful and explained what it does and powers and they were shocked at the device doing something like.**

**They nodded.**

**Pluto licked Spidey's face as he laughed and Pluto noticed a white dog with them and Krypto sniffed each other and they bark happliy.**

**"Looks your King's dog got a playmate with him." Spidey laugh.**

**"Hi there, man! I'm Dale!" Dale say.**

**"And I'm Chip! Welcome aboard!" Chip say.**

**"Thanks mates. And what are your names? I forgot to ask." Spidey asked.**

**"I'm Donald Duck." Donald say with a smile.**

**"Name's Goofy." Goofy smile.**

**"I'm Spidey Parker or Spider-Man in costume. And my buddy Pikachu." Spidey say with a smile.**

**"Pikachu." Pikachu squeaked in a happy tone.**

**"Clark Kent or Kal-El or Superman." Clark say with a smile.**

**Batman pulled off his mask revealing a short hair jet-black, with piercing cobalt-blue eyes. "Bruce Wanye." Bruce say with a smile and then pulled on his mask.**

**"Princess Diana of Themesycra or Wonder Woman." Diana smiled her kind smile.**

**"John Steward or Green Lantern." John smiled.**

**"Shayera Hol or Hawkgirl." Shayera say with a smile.**

**"J'onn Jonzz or known as Martian Manhunter." J'onn smiled.**

**"Flash or Wally West." Flash pulled off his mask and revealed a shorted haired red-orange and light blue eyes and pulled on his mask.**

**"Zatanna." Zatanna said with a tipped of her top hat and winked.**

**"Sonic, Sonic The Hedgehog." Sonic cheered.**

**"Guilmon." Guilmon say.**

**"Terriermon." Terriermon say with a smile.**

**"Reneamon." Reneamon say with a small smile.**

**"Agumon." Agumon said with a smile.**

**"Gabumon." Gabumon said with a wave and smile.**

**"Biyomon." Biyomon said with a smile.**

**"Tentomon." Tentomon smiled even not having a mouth he nods.**

**"Palmon." Palmon said and smile.**

**"Gomamon." Gomamon said from Spidey's arms.**

**"Patamon." Patamon said with a smile.**

**"Gatomon." Gatomon said with a smile.**

**"Arf!" Krypto barked his name in a happy tone and his tail wiggling.**

**They all put their hands together.**

**"All for one and one for all!" Goofy yelled.**

**Meanwhile...**

**"That little squirt took down that Heartless! Who'd have thought it!" Hades said at a round table.**

**"Such is the power of the sword. The boy's strength is not his own from that sword." Jafar said.**

**"Why don't we turn him into a Heartless? That'll settle things quick enough." Urusla say.**

**"And the bart's friends are the King's lackeys and his own friends. Swoggle me eyes! They're all bilge rats by the looks of them." Captain Hook say.**

**"Well, you're no prize yourself." Scar said.**

**"Shut up, cat!" Captain Hook yelled.**

**"If you lay a hook on me, I'll tear off your other hand!" Scar yelled back.**

**"Enough! The keyblade feather has chosen him. Will it be he who conquers the Darkness, or will the Darkness swallow him? Either way, he could be quite useful." Maleficent say.**

**"Useful or not, I want him brought to me. Spread the word. He holds something very precious, which we need for our goal. And it's the not his blade." The ? figure say.**


	3. Wonderland

**During the ride to the next world, Goofy was teaching Spidey how to use the keyblade feather attached to his Star Saber sword, such as its spells like Fire, Thunder, Blizzard, Aero (Wind) and Cure. Some of those are from Zatanna mistress of magic.**

**"Here's our next stop!" Donald said.**

**"Where at?" Spidey asked.**

**"Wonderland!" Donald say.**

**That word Batman knew that because he went against the Mad Hatter and his mind control crimes.**

**"Bruce this is right up your alley eh?" Spidey tell him.**

**"Yes it is." Batman say simple and short.**

**The Gummi ship came to a stop. Donald stuck his head out from the door and looked both ways.**

**"We gotta make sure this place is safe. I've heard that's really crazy here in Wonderland." Donald explain.**

**As Donald and Goofy exited the ship, Spidey tried to warn them that there was nothing beneath them but a hole. But Goofy and Donald had already fallen down the hole. Spidey sighed and rolled his eyes, and then he and his friends jumped down after them. They landed in a queer room with black and white checked floor with pink walls.**

**"Sometimes it's like falling down's all we ever do." Goofy say.**

**"Ah, shut up!" Donald yelled.**

**"You two could asked us to get you down here safely." Spidey say.**

**Just then, a white rabbit wearing a waist coat ran past them, carrying a large pocket watch.**

**"I'm late! I'm late! For a very important date! No time to say hello, goodbye, I'm late! I'm late! I'm late!" The white rabbit say.**

**"What was that all about?" Superman asked.**

**"Heard the story of Wonderland Clark?" Spidey say and Superman nodded.**

**"I don't know, but let's follow him!" Donald say.**

**The trio followed the White Rabbit through a hallway until they came to another room. But the White Rabbit was gone.**

**"Where'd he go?" Goofy asked.**

**"Maybe he went through this door. But it's so small." Spidey say.**

**As he examined the small door, the doorknob yawned.**

**"I'm not too small, you're too big." The doorknob said.**

**The trio gasped with surprise.**

**"You can freakin' talk?" Spidey asked.**

**"Of course I can talk. Now, if you want to enter, use the bottle on the table." The doorknob said and nodded towards a table.**

**On the table was a bottle of milk that said Drink Me. Spidey, Donald, Goofy,**

**Clark, Bruce, Diana, Wally, Sonic, Pikachu, J'onn, John, Shayera, Agumon, Guilmon, Gabumon, Biymon, Terriermon, Reneamon, Tentomon, Palmon, Zatanna, Gomamon, Patamon, Gatomon, and Krypto took turns drinking from the bottle, and they all shrunk. Donald tried to open the door, but it was locked. And the Doorknob was asleep.**

**"Oh, come on! Open up!" Donald yelled.**

**"Don't worry, everyone. I just need you to gasped on my shoulders and I do the rest." J'onn asked and they nodded and put their hands on his shoulders and J'onn turn intangbile and phased through the door like a ghost and J'onn turned back to normal and came to a splendid looking garden filled with bushes of white roses, while some of them were painted red. Nearby, there was a court in the center of the garden.**

**"Court is now in session!" The white rabbit said.**

**"This girl is the culprit. There's no doubt about it. And the reason is because I say so, that's why." The Queen of Hearts said.**

**"That's not fair! I've done absolutely nothing wrong! And I don't know wheather it's true you're a queen! I've never seen anyone so selfish and mean!" The blond girl known as Alice said.**

**"Little girl, are you intentionally trying to make me mad? Then, I find the defendant guilty as charged! You are guilty of theft attempted upon the Queen of Hearts!" Queen of Hearts yelled.**

**Spidey, Justice League, Sonic, digimon, Donald, Goofy, Krypto, and Pikachu watched from the entrance. Spidey felt sorry for Alice and wanted to help her.**

**"Mates, I think we should help her out." Spidey say.**

**"We shouldn't be meddling in the affairs of other worlds. It's against the rules." Donald say.**

**"Who cares about the fucking rules! Someone's gotta help that girl!" Spidey say.**

**"Off with her head!" Queen of Hearts commanded.**

**The card guards surrounded Alice.**

**"No! Please!" Alice pleaded.**

**"I can't take it anymore!" Spidey said and ran in charging into the court and came to Alice's defense pulled out his whip and unraveled the whip and raised his hand high in the air and flicked it at them. The whip cracked as the tail swung out at them.**

**WACK!**

**The card guards screamed in pain and step back from him and Spidey just smiled as he began to whip each of the card guards repeatedly one by one.**

**WACK! WACK! WACK! WACK! WACK! WACK! WACK! WACK! WACK! WACK!**

**Spidey launched his whip and cracked as the tail swung out, wrapping tightly around one of the guards and Spidey reel back his whip and the whip pulling the card guard towards Spidey and Spidey smiled and cock his fist back and the second the guard comes in contact with him Spidey unleashed a thundering punch that make Superman proud.**

**WHAM!**

**The card guard sent flying away from him and Alice. Spidey finished with his work he wound up his whip and hold it in his hand.**

**Donald just look in shock did as Goofy expect for Spidey's friend just smirked and Donald grumbled and they followed Spidey.**

**"And who the hell are you?! How dare you interfere in the proceedings of this court!" The Queen of Hearts yelled only to get a whiplashed from Spidey's whip.**

**"Shut the hell up you bitch! Besides I know who the real culprit is!" Spidey say and smiled across his arms over his chest.**

**"It's the Heartle-" Goofy said but Donald clams his mouth shut.**

**"Regarding the Heartless is to be kept strictly top secret." Donald said nervous.**

**"You can't possibly know what you're talking about, boy! Do you have any evidence to support the accused?" Queen of Hearts asked rubbing that lash from Spidey's whip.**

**"Er...I'm working on that." Spidey said.**

**"Very well, I shall humor your claim. Bring me evidence of this girl's innocence! Fail and it's off with all of your heads! Until you conclude your investigations, this court is adjourned!" Queen of Hearts said.**

**Spidey and Batman even convinced the Queen to let Alice accompany them on their search for the evidence; otherwise he'd show her his biggest threat like Way Big to snapped off her head. The Queen didn't like this, although she was secretly impressed by Spidey's temper, she agreed.**

**So Spidey, Alice, Donald, Goofy, Clark, Bruce, Diana, Wally, Sonic, Pikachu, J'onn, John, Shayera, Agumon, Guilmon, Gabumon, Biymon, Terriermon, Reneamon, Tentomon, Palmon, Zatanna, Gomamon, Patamon, Gatomon, and Krypto left the Queen's garden and into the forest.**

**"Oh, thank you. All of you. If you hadn't showen up, I would've lost my head." Alice said pleased that they showed up.**

**"No problem Alice." Spidey said with a smile.**

**"But where are we going from here?" Goofy asked.**

**"In this forest resides the Cheshire Cat. We must find him and ask him where he thinks this the culprit is hiding. Do you really know who the true culprit is, Spidey?" Alice asked.**

**"I think it was those shitty Heartless that were behind all this. I wish we could've told the Queen that sooner." Spidey said.**

**"It ain't like we ain't meddling or nothing in this world's affairs, messing about with that Queen's court and all!" Donald say.**

**"Well somebody had to do something! You think I was just gonna stand by and let them chop off Alice's head?" Spidey asked Donald in anger.**

**"So, you're all from another world?" Alice asked in a curious tone.**

**"Er...You could say that." Spidey say not trying to revealed his world to anyone.**

**Then his spider sense goes off, Spidey pointed to a tree limb and they spotted a pair of yellow eyes and a white smile in the treetops. Then the face of a cat appeared with the yellow eyes and the smiling mouth, along with a body and a tail.**

**"It's the Cheshire Cat!" Alice say.**

**"The Cheshire Cat knows all truths, and finds as yet no contradiction nor chaos." The Chershire Cat said in riddles.**

**"Why is he speaking in riddles?" Donald asked confused.**

**The Cheshire Cat dropped a box onto Donald's head, which bounced off and landed in Spidey's arms.**

**"Within the box there lives the truth you seek." Cheshire Cat said and vanished.**

**"Are you sure we can trust him, Alice?" Donald asked.**

**Goofy lifted the lid of the box to take a peek, and a soldier Heartless sprung out from them.**

**"What is that?" Alice asked.**

**"It's a Heartless! Let's go hunting boys and girls yee-haw!" Spidey said in an Southeren accent.**

**They chased the Heartless back to the Queen's court in the garden.**

**"What the hell is that?!" Queen of Hearts yelled scared.**

**"There's your evidence! That's the culprit!" Alice said and pointed at it.**

**With one swipe with his Star Saber, Spidey destroyed the Heartless.**

**"Still think Alice is the culprit now?" Spidey smiled.**

**But when they turned around, Alice was gone.**

**"Alice? Where'd you go?" Goofy asked.**

**"What did you do to Alice, witch?!" Diana yelled and lifted the Queens of Hearts by her throat and ready to punch her lights out.**

**"How should I know! One minute I'm almost attacked by a monster and next, the defendant has vanished!" Queen of Hearts said.**

**"Everyone let's go find Alice!" Spidey yelled.**

**"Right!" They said.**

**The trio ran out of the garden and crawled through hole to the room they've seen eariler. There stood Pete, holding Alice hostage. Floating behind Pete was a huge trickmaster Heartless.**

**"It's you again, Pete!" Donald said not liking him.**

**"You guys know him?" Spidey asked.**

**"We sure do. Pete's been causing trouble for ages. His Majesty banished him to another dimension years ago. I wonder how he escaped." Goofy said.**

**"You wanna know, eh? Well, Maleficent busted me out, that's how!" Pete smirked.**

**"I suppose it was you who tried to steal the Queen's heart and frame Alice for it, huh!" Batman say.**

**"You got one thing right, man! The Heartless wanted to serve the Queen because there's darkness in her heart since she yells so much and likes to chop off everyone's heads. But enough chit-chat. Heartless, get them!" Pete commanded.**

**Spidey's belt with the digivices the first one is beeping singaling and Spidey pulled it and notices the eight digimons ready to fight.**

**"Ready guys and gals?" Spidey asked and they nodded.**

**"Ready Spidey!" They said turned towards the Heartless and looked ready to fight. Spidey held out his Digivice.**

**"Agumon digivolve to...Greymon."**

**"Gabumon digiolve to...Garurumon."**

**"Biyomon digiolve to...Birdramon."**

**"Tentomon digiolve to...Kabuterimon."**

**"Palmon digiolve to...Togemon."**

**"Gomamon digiolve to...Ikkakumon."**

**"Patamon digiolve to...Angemon."**

**"Gatomon digiolve to...Angewomon."**

**As they were little were big monsters compared to the Heartless. The first was a dinosaur ten times it's size with a horned helmet on it's head and muderous look it it's eye. The second was a big lion wolf in blue, white, and silver-colored fur with purple claws. The third was a giant phoenix-like bird with over grown of teeth. The fourth was a rhinoceros beetle like bug blue skinned. He has four arms, two legs and a gray-black skull helmet which cover his eyes. Two pairs of large wings extend from between his shoulder blades, out further and higher than the rest of his body. The 5th was a giant, haniwa-faced cactus with a tuft of orange hair and wear a pair of boxing gloves. The 6th was a narwhal a combined of the walrus, and the polar bear. Heavy coat of white fur with a sharp horn on top of his head. Soles lined with red claws. The 7th is a six-winged angel dressed in white and blue clothing and a helmet covering his eyes. The 8th is a eight-winged beautiful long blond hair human angel dressed in white clothes with some of the areas revealing and a purple slash on her.**

**Pete looked at the size of the digimon and shock.**

**Flames shot out from the Heartless' hands and Donald and Goofy got their butts on fire. They ran screaming around the room while Spidey and his friends just stood there, annoyed. Then the Heartless grabbed Alice and began tossing her around with its sticks, like it was juggling her around.**

**The trio fought hard with the giant Heartless and tried to save Alice, but it pushed Donald and Goofy aside. With such force it sent them flying towards the wall. Spidey and his friends were shocked, and then he got Rath angry.**

**"You may be the Samurai sword master, man, but to me, you're a stick in the mud!" Pete told him gloating.**

**"Actually you big oversized fucker big I'm not a stick in the mud but you in a lava pool of a rock." Spidey yelled until he sense a familiar person standing by his side and that person was his sister and this was a young girl with long blonde hair and green eyes. She wears a pale purple cap with two points that resemble a cat's ears coming out of it. She also wears white and light purple shoes and long purple stockings. She wears a blue and white stripped shirt under a light purple vest and a light purple skirt, and white panties. Both the skirt and the vest have a white stripe on each side. Her shirt is short enough to reveal her navel, and her vest is also open. This was Spidey's long lost sister Zoe Orimoto Parker and her power is to transformed into a Digimon.**

**"Hey Zoe long no see." Spidey say and Zoe smiled at him but not the time to for a reunion and Zoe gets out her pink and white Digivice she used three years ago. Bringing up her Digivice and she brought up her hand and a blue ring of data erupted from her hand "Execute! Spirit...Evolution!"**

**Bright blue data swirled around Zoe and in her place was a beautiful fairy with long purple hair, fair skin, and four green stripes on her face. She wears a pink bra and pink panties, a pink garter belt above her navel, and large, pink boots with green soles, purple heels with butterfly wings attached, green borders at the top, yellow and red circles, and white knee pads with four green diagonal marks coming out of it, forming a butterfly image on each knee. She also wears metallic gloves with brooches at the wrist that are adorned with the symbol of the Spirits of Wind and have butterfly wings attached, metallic shoulder pads and a visor with a final pair of butterfly wings attached. Zoe announced her monster form "Kazemon!"**

**"Let's get him Spidey!" Kazemon say and Spidey agreed and they flew, run at the huge Heartless and Spidey jumped high in the air cannonballing the Heatless like a bullet knocking the Heartless in stunned. For a minute, Alice was left hanging in air until she fell in Kazemon's arms. Then she flew down to the ground and the Heartless recovered from the attack but notices Spidey still in the air. Spidey then pulled his launcher out and the ripcord insert into the launcher and Spidey opens the container holding the Beyblade Dragoon V and Spidey takes out a tool and winds up the engine gear and removes his finger over the Bit Beast. "Ready Dragoon?" Spidey asked his bey and Dragoon winks at him and Spidey smiles and puts his bey onto the launcher and gripped the ripcord "LET IT RIP!" Spidey yelled and pulled the ripcord, releasing his Beyblade and Spidey landed and the bey spins fast and heads towards the Heartless. The Heartless saw this and shot out fire at the bey. "Dragoon dodge to the left." Spidey commanded and the bey head it to the left doding the flames. "Come on out, Dragoon!" Spidey commanded and his bey glow bright blue and his blue Dragon came out of its Blade with a loud roar. Alice and the others looked in awe "amazing." Goofy and Donald and Alice say expect for Spidey's friends smirked. It was bigger then the Heartless and glared down at the Heartless and Pete looks in shock at the size of the blue Dragon. "Dragoon!" Spidey yelled. "Final Attack!" Spidey's BeyBlade began to glow a darker blue and went into the air and creating a triple torando waves and the bey collided with said opposing Heartless through the heart and Dragoon roar in victory as the Heartless came down in front of them, crashing into the floor in pieces. Then Dragoon go back in the bey and jumped to Spidey's hand and Spidey smirked and put back his stuff.**

**"What's all that racket?" The doorknob yawns.**

**When the Doorknob opened his mouth, there was a keyhole in his mouth. Spidey got out his Star Saber and glowed and cyber blue light shot out into the keyhole. Then, there was a locking sound and the glowing stopped.**

**"Curiouser and curiouser." Alice smiled.**

**"Oh that? I just sealed the keyhole of this wo-" Spidey say but was cut off by Donald.**

**"Spidey! It's supposed to a be a secret!" Donald yelled.**

**"Oh, never mind. Thank you again for saving me. You're quite the hero, Spidey." Alice say.**

**Spidey grinned and slauted with a two finger from his head.**

**Zoe and the others turn back to normal.**

**"How are you gonna get home now, Alice?" Shayera asked.**

**"I think I'll try the hole I fell through. That's how I got here, following the White Rabbit." Alice say.**

**"What conicidence! We followed the White Rabbit down here too!" Spidey said and everyone smiled, grinned.**

**Pete just stood there, his mouth open and his eyes wide at what Spidey and his friends had done to the Heartless. Then he stomped the floor and jumped up and down a few times in anger.**

**"This ain't over, man!" Pete yelled.**

**Before he could leave, Spidey stopped him.**

**"Wait the fucking second! Who is this Maleficent?" Spidey asked.**

**"She's the most powerful sorceress in the world, the mistress of all evil. She wants to use the Darkness to rule every part of the world on Planet Disney, including this here castle and your home world. But now that you're here, it changes everything. You're in big trouble, man." Pete said.**

**At that moment, a dark corridor appeared beside Pete. But Spidey told Superman get him out of here and Superman nodded and Superman shot in a blur and Pete turned to only get a thunder punch and sent flying through the corridor, and it disappeared.**


	4. Deep Jungle

**Spidey stared out of the window of the Gummi ship, they had just left Wonderland. But his thoughts were suddenly about his own home world along with his friends who were somewhere in the ship. At first he was happy he has his sister back with him. Suppose he lost his best friends forever? And what of MJ? He hoped she was ok. His thoughts were interrupted when Goofy pulled on his cheeks, trying to make him smile. But Spidey slapped his hands away lightly, annoyed.**

**"Why'd you do that for?" Spidey asked a little mad.**

**"You looked really sad, Spidey. I was trying to make you smile." Goofy said.**

**"Yeah! Stop worrying yourself with whatever's on your mind and be happy." Donald said.**

**"How come you guys are always happy? Don't you at least worry sometimes? Aren't you worried about your King?" Spidey asked.**

**Before anyone could answer, the ship stopped and hovered over what appeared to be a jungle. But the ship wouldn't land.**

**"Donald, what are you doing? We should be landing." Spidey asked walking to Donald on the steering wheel.**

**"In a jungle? No way! Let's get back to the castle." Donald said and steered the ship away from the jungle.**

**"Hold on! What if MJ's down there? Let's check it out." Spidey said.**

**"Forget it!" Donald ignored Spidey's command.**

**"That's it!" Spidey said and grabbed the steering wheel and attempted to land the ship himself, but Donald wouldn't let him.**

**"Just land!" Spidey yelled.**

**"No!" Donald yelled back.**

**"Come on!" Spidey pleaded.**

**During the struggle, Spidey pressed a button, and a bomb bay doors opened, and he, Donald, Goofy, Spidey's sister, friends fell down into the jungle below. Some of them stop their fall and floated in the air. Spidey crashed into an old tree house in the treetops. He sat up and rubbed the back of his head.**

**"Ow! That was some fall thank goodness my spider powers and suit prevented any injury." Spidey said.**

**He looked around the tree house. Some parts had leaves growing around the walls and windows, and the room was torn up and messy.**

**"I wonder who lived here?" Spidey said.**

**On the floor was an old photograph of a man and a woman and a baby in her arms and Spidey kneeled down on one knee and picked up the picture.**

**"Maybe they must've lived here. But what happened?" Spidey said. But his spider sense goes off.**

**Then, Spidey heard something that made his blood run cold and Spidey gets out his bow and arrow and an arrow aimed in the shadows. It was the sound of growling, from an animal. Out of the shadows, jumped a leopard.**

**Spidey leaped out of the way like a spider and still have the bow and arrow aimed at him. The leopard let out a loud roar but Spidey smirked and released the arrow at him thus made his tail caught by the arrow. Before he could finished off the animal, someone else came into the room through the window. It was a man who was muscular like Spidey, had long brown hair, and wore a brown loin cloth. The wild man knocked the leopard away from Spidey who just put up his bow and arrow, and held it back with his spear.**

**When the man pushed the leopard back, the leopard, not wanting to fight anymore by these two, leapt out the window and vanished. The wild man turned to Spidey, who didn't back away. He was impressed by this strange man, even though he saved his life.**

**"Sabor, danger." The wild man say and gesture with his hands.**

**"What? Oh, you mean that freakin' leopard, you call it Sabor." Spidey said.**

**"Yes!" The wild man said.**

**"Well...thanks for saving my life man. So, what is this place?" Spidey asked.**

**"This place, this place." The wild man said confused.**

**'_He obviously doesn't get what I'm saying. Thank my UItimatrix has a universal translator function.' _Spidey thought as the Ultimatrix activated the translator in steathly. "Ok...look, I got separated from my friends. Have you seen them? There's about bunch of them...no, never mind. I'm looking for a friend of mine. Her name is MJ. She's a girl with red hair and she's very beautiful looking. Is she here?" Spidey asked.**

**The wild man shook his head. He never heard of such a girl. Spidey hung his head sadly.**

**"Me take you to Jane. Jane help you." The wild man say.**

**"This Jane a friend of yours? Ok, let's go see her. My name's Spidey, what's yours?" Spidey asked.**

**"Tarzan!" Tarzan say.**

**"Ok I hope you can keep up with me man last there is a stinking banana." Spidey said and his mask came on surprising Tarzan and Spidey run and Tarzan keep up with him as they get out of the tree house, Tarzan jumped onto an vine but what surprised him that Spidey jumped like him and shot out a silvering line of spider web from his wrist and swung from it and they swung from vine to vine, web to web and some air tricks.**

**Meanwhile, Donald, Goofy and Spidey's friends, pal, sister crashed and landed into an area surrounded by bamboo trees.**

**"Gwash, I sure hope Spidey's ok." Goofy said concerned.**

**"Aw, who needs him? We can save the world without him." Donald said only to get a hard hit on the head from Batman who does not like anyone to talked about their friend that way.**

**"But the King said we have to stick with him." Goofy said pleaded.**

**Then they saw a few shadow Heartless lurking around the near the trees. Before they could get them, the Heartless vanished.**

**Suddenly they heard rustling of leaves from behind them. Goofy and Doanld gulped nervously and Superman, Batman, Wonder Woman, Hawkgirl, Zatanna, Green Lantern, Sonic, Pikachu, Flash, J'onn, Zoe and the digimon got in front of them to protect them, prepared for what they were about to see. Out of the trees stepped a man, carrying a rifle but he was not tall as Clark and Bruce.**

**Later, Tarzan and Spidey went to a campsite. They went inside a large tent and met a young lady and an old man and Spidey has his mask came off by his nanobots to the neck line.**

**"Hello, Tarzan. Oh, and who is this?" Jane asked.**

**"Oh, hello there. Archimedes Q. Porter, at your service." Porter said with a smile.**

**"Uh, hi there. I'm-" Spidey say but was cut off by Jane.**

**"Oh, you speak English. Obviously, you're not related to Tarzan. Are you here to study the gorillas?" Jane asked.**

**"Highly doubtful." A voice was heard.**

**The man with the big rifle name Clayton, came into the tent, followed Donald, Goofy,**

**Clark, Bruce, Diana, Wally, Sonic, Pikachu, J'onn, John, Shayera, Agumon, Guilmon, Gabumon, Biymon, Terriermon, Reneamon, Tentomon, Palmon, Zatanna, Gomamon, Patamon, Gatomon, Zoe, and Krypto.**

**"Spidey, you're ok!" They said expect for Batman who nodded at Spidey and Spidey nodded back.**

**But the minute Spidey and Donald saw each other; they turned their backs to each other, probably still mad about what happened on the Gummi ship.**

**"A circus of clowns. Not much use for hunting gorillas." Clayton said and leaves the tent.**

**"Mr. Clayton, we're studying them, not hunting them. This is research." Jane said.**

**"Well, the more the merrier. Do make yourselves at home." Porter said.**

**Spidey and Donald still had their backs to each other, but they nodded and Pikachu run up to him and jumped onto his shoulder.**

**"By the way Spidey, when me Donald and your friends were found by that Clayton guy, we saw a couple of Heartless lurking around." Goofy said.**

**"Pete could be here. We have to find him together...for now." Donald said still mad at Spidey.**

**'_Whatever you say, loud mouth._' Spidey thoughts. "So Jane, how do you know Tarzan?" Spidey asked.**

**"Well you see, my father, Mr. Clayton, and myself came to the jungle to study gorillas. I got separated and was attacked by a whole fleet of monkeys. Then Tarzan came and saved me from those monkeys." Jane said.**

**"Where do you suppose Tarzan came from?" Donald asked.**

**"Apparently, Tarzan was raised in the jungles by gorillas. Communicating with him still isn't easy, but he's learning. I'm teaching him how to read and to speak English. Ah, that's right. What are your names?" Jane asked.**

**"I'm Goofy." Goofy said.**

**"I'm Donald." Donald said.**

**"I'm Spidey. And my pal Pikachu." Spidey said and gestures to his bubby on his shoulder who wave at them.**

**"Zoe." Zoe smiled.**

**"Clark Kent." Clark said.**

**"Bruce Wanye." Bruce said.**

**"Diana." Diana said.**

**"J'onn Jonzz." J'onn said.**

**"Wally West." Flash said.**

**"Shayera." Hawkgirl said.**

**"John." Green Lantern said.**

**"Zatanna." Zatanna said.**

**"Sonic." Sonic smirked.**

**"Guilmon." Guilmon said.**

**"Terriermon." Terriermon said.**

**"Reneamon." Reneamon said.**

**"Agumon." Agumon said.**

**"Gabumon." Gabumon smiled.**

**"Biyomon." Biyomon said.**

**"Tentomon." Tentomon said.**

**"Palmon." Palmon said.**

**"Gomamon." Gomamon said.**

**"Patamon." Patamon said.**

**"Gatomon." Gatomon said.**

**"Arf!" Krypto barked.**

**"And where are you from?" Jane asked.**

**"We got lost in the jungle right after a certain someone got us lost." Donald madly glared at Spidey but Spidey gives him the Viper glare.**

**"If it weren't for you-" Spidey said but was cut off.**

**"Will you both please calm down! Please continue, Miss Jane." Goofy and Clark said.**

**"We want Tarzan to take us to the gorillas, but he said he can't, because of a 'Kerchak.'" Jane said.**

**"What's a Kerchak?" Donald asked.**

**"Kerchak, leader of gorillas. Tarzan go see Kerchak." Tarzan said.**

**"Can I go too?" Spidey asked.**

**"But the jungle's a dangerous place, sir." Porter said.**

**"I'll be fine, I deal with worse then anything." Spidey say.**

**"Donald and all of us will go with you." Goofy say.**

**Then, Tarzan led Spidey and his friends through the jungle. They swung on vines, webs, flew or went surfing on trees. Spidey was enjoying all of this Donald and Goofy couldn't get the hang of it.**

**Soon, they came to an area where they were met a large gorilla, who was Kerchak. Beside Kerchak was Kala, Tarzan's adopted mother.**

**"Kerchak, please listen to me. I know the nesting grounds are secret, but I trust them." Tarzan said.**

**But Kerchak turned and walked away, Kala followed. Tarzan sighed and lowered his head, sadly.**

**"I think he doesn't wanna listen." Donald said.**

**"Gorillas can be wary of strangers." Diana said.**

**Goofy was distracted by a tree full of delicious fruits. Feeling hungry, he tried to climb up the tree, but he lost his footing and fell.**

**"What are you doing?" Donald said.**

**"I'm hungry. I wanna eat some of those fruits." Goofy said pointing at the fruits in the tree.**

**"Let me get them." Donald said.**

**Donald tried to climb up the tree, but he slipped on a vine and came down on top of Goofy. Spidey started to laugh.**

**"What are you laughing at?" Donald asked mad.**

**But then Spidey stopped laughing. He felt something fuzzy brush against the back of his neck. It felt like was the tail of an animal. He looked up into the trees and grunted at what he saw.**

**"What is it?" Donald asked.**

**Spidey pointed towards the trees and Donald and Goofy along with everyone else gasped. It was Sabor. The leopard let out a loud roar and jumped down in front of the group. But Tarzan took his spear and stabbed the wild cat, leaving a red mark on her arm. Furious, Sabor scratched Tarzan on his chest, leaving red scratch marks.**

**When Sabor jumped on Tarzan, the sharp end of his spear came off. Without the sharp end, Tarzan could only try to escape the rouge leopard. But Spidey wanted to help Tarzan so he ran to help his friend, ignoring Donald and Goofy's calls.**

**Spidey's Ultimatrix showed up and the dial rised up and Spidey slammed down the dial. Miraculously, a blinding bright green light filled the jungle area. In a time span of only a few nanoseconds Spidey's body began to take on a familiar form.**

**His form took on the shape of a dog like creature at elephant size proportions. Orange fur instantly grew across Spidey's body. Hands turned to paws as fingernails transformed into sharp claws. His teeth became razor sharp while his lower teeth stuck out like an under bite. To go along with it his lips turn to black. His eyes disappeared and are replaced with three black slits on each side of his neck. A shoulder plate on his shoulder with the same pattern as the Ultimatrix gaunlet appears on his left shoulder with the dial in the front. His strength, durability, and instincts are enhanced considerably.**

**Spidey was now Wildmutt and rammed Sabor away from Tarzan. Sabor looks at Wildmutt who was bigger and teeth razor sharp as her and let out a lour roar but Wildmutt let a deep animal roar comparable to a lion's escapes from Spidey's throat and Goofy and Donald even Tarzan were in shock and scared the leopard but jumped on Spidey, trying to bite her, but Wildmutt held her back with his strength. Finally, Sabor scratched but only to get a nasty from Wildmutt's claws, leaving red marks and blood. The Vulpimancer smiled and barked happily and shake her off of him and a vicious growl escaped from the orange dog's blacks lips.**

**'Wildmutt' Spidey roars in his throat and pounce at the leopard and Spidey opened his mouth and bite down hard on the stomach and Tarzan came at Sabor who Wildmutt released from his mouth and pushed her down into a deep ravine.**

**Then everything went silent. Donald, Goofy and Spidey's friends were worried. But they were relieved to see Tarzan emerge from the ravine, carrying the blooded Sabor's body. He had killed the leopard with Spidey's help.**

**From the trees, a group were cheering for Tarzan and an elephant named Tantor trumpeted happily. Then Tarzan picked the leopard's body and let out a loud cry of victory and Spidey changed back into his human form. The gorillas cam from the trees to thank Tarzan but even Spidey.**

**"Tarzan was really brave, wasn't he?" Zoe said.**

**"You said it! But the way that Spidey transformed into that orange dog and beat up the leopard." Donald said respected Spidey's powers of the Ultimatrix.**

**"You know, I think this must be the group of gorillas Tarzan lives with." Goofy say.**

**Then they watched as Tarzan laid Sabor's body before Kerchak as a sign of respect. Then Superman noticed something in the bushes. His eyes flashed blue and his x-ray activated it looked like a rifle was being pointed towards one of the gorillas, whose name was Terk.**

**Superman speeded towards the spot where the rifle and grabbed the rifle from him. The sudden grabbed startled Clayton so much that he screamed like a little girl. Superman broke the gun in half. The gorillas heard the screamed and ran for cover. Tarzan came over to where Spidey and others were. He was surprised to see Clayton as well.**

**Back at the campsite...**

**"How could you do such a thing!" Porter yelled.**

**"You don't understand. I was only trying to...ah, a snake slithered by, you see. I saved that poor gorilla's life." Clayton said.**

**"You are not to go near the gorillas again!" Jane yelled.**

**"All because of one mishap? Come now..." Clayton said.**

**"But nothing and when Jane not go to near any of those gorillas she mean it!" Batman yelled and got up into his face and giving him the Bat-glare and the others were glaring at him. Chuckling nervously, he back out of the tent. When alone, he skulked to himself.**

**"What am I doing with these imbeciles? Blasted beasts! I'll hunt down every last one of them! I'll track them down somehow! I'll stake my life on it."**

**Inside the tent...**

**"Don't mind Clayton, lads. He's not a bad person, just a bit impetuous." Porter said.**

**"Hey everyone can y'all let's alone for a second?" Donald asked.**

**Tarzan, Jane, Professor, Spidey's friends left the tent, leaving Spidey, Donald, and Goofy alone. Donald looks at Spidey.**

**"What were you thinking, trying to fight a leopard?!" Donald yelled.**

**"Since when did you suddenly care?" Spidey asked mad.**

**"You know he's right, Spidey. You couldn't been hurt or worse." Goofy said conerned.**

**"I was trying to help Tarzan. He could've been killed too if I hadn't used my Ultimatrix and fought Sabor myself. I think this is the second time that freakin' wild cat tried to kill me. When we fell from the Gummi ship, I crashed into an old tree house. That's when Sabor came and attacked me but she even can't even a superhuman spider like me or my friends until Tarzan showed up." Spidey said.**

**"What?" Donald/Goofy said jaw dropped.**

**"Why didn't you tell us this before?" Goofy asked.**

**"I didn't think you would care, after what happened on the Gummi ship." Spidey said.**

**"But we still care about you, Spidey. We had to save you when you were in trouble. Right, Donald?" Goofy said.**

**"Yeah. I'm sorry, Spidey." Donald said.**

**"Me too you little knuckleheads." Spidey said and give them a noogie on the head showing his apology to them.**

**"Ahyuk! All for one, huh?" Goofy asked.**

**"All for one mates and trust me you got my back we got yours dudes." Spidey said with a smile and held out his fist to them and they fist bump each other.**

**Professor Porter came back into the tent. He was carrying a bowl of fruit for them.**

**"Tarzan asked me to give you this fruit." Porter said and offering the fruit.**

**"Thanks. As it turns out, I am a little hungry just hope that my friends got theirs." Spidey said.**

**Doanld and Goofy ate the fruit like two ravenous dogs while Spidey ate delicately.**

**"Tarzan also said that he's agreed to take us to the gorillas. But we mustn't let Clayton in on this, after what's happened." Porter said.**

**"We understand and trust me my friends and myself along with my new friends we can handle anything." Spidey said and smiled.**

**Later, Tarzan took the group to the nesting ground where the gorillas were. Kala hid behind the bushes when those strange visitors came.**

**Jane was amazed when she saw the gorillas, as Spidey, his friends, Donald, and Goofy. Three baby gorillas approached the group and played with Tarzan, Jane, the digimon group expect for Reneamon and Batman, Pikachu, and Spidey. A few gorillas took some bugs out of Professor Porter's hair and moustache, one gorilla took Donald's magic staff while the duck quacked angrily trying to get it back, and another gorilla took Goofy's shield and playfully bopped him on the head with the shield.**

**But the happy moment ended when Terk and Tantor appeared, tired from running. Terk was wearing a yellow dress. Apparently, Tarzan asked Terk and Tantor to distract Kerchak while he showed Jane and the others the gorilla nesting grounds. But the chase had led them back to the nesting grounds and Kerchak appeared. He was shocked to see the strangers in his nesting grounds.**

**Then he spotted Clayton behind the bushes and went to attack him. But Tarzan jumped onto Kerchak, his arms around his neck.**

**"Go!" Tarzan yelled.**

**"But Tarzan-" Jane pleaded.**

**"GO, NOW!" Tarzan yelled.**

**"Jane, quickly!" Porter said.**

**"Let's get outta here!" Goofy said.**

**The group ran back for the camp. Tarzan let go of Kerchak.**

**"Kerchak-" Tarzan say but was cut off.**

**"I asked you to protect this family, and you have betrayed us." Kerchak said angrily.**

**Tarzan turned and ran into the jungle.**

**Back at the campsite, Jane was even angrier with Clayton for what he did, but some thugs grabbed Jane and Professor Porter. A few Heartless appeared and Spidey, his friends, Donald, and Goofy got out their weapons, got into fight stance and prepared to fight.**

**"If I were you, I would put down your weapons; otherwise I'd hate to see what would happen to your friends." Clayton smirked.**

**Spidey look around the area and notices how big is the area no trees above and looks at Zoe and gives her the nod and Zoe held out her Digivice and Spidey got out his D-power Digivice and a blue card label evolution. Zoe brought her hand and a blue sphere of data from her hand "Execute! Beast Spirit...Evolution!"**

**The digimon got out in front of them and Spidey's first Digivice glowed while Spidey slide the card through the D-power. "Digi-Modify! Digivolution!" Spidey yelled and the two digivices glowed.**

**"Agumon digivolve to...Greymon."**

**"Gabumon digiolve to...Garurumon."**

**"Biyomon digiolve to...Birdramon."**

**"Tentomon digiolve to...Kabuterimon."**

**"Palmon digiolve to...Togemon."**

**"Gomamon digiolve to...Ikkakumon."**

**"Patamon digiolve to...Angemon."**

**"Gatomon digiolve to...Angewomon."**

**"Guilmon digivolve to...Growlmon."**

**"Terriermon digivolve to...Gargomon."**

**"Renamon digivolve to...Kyubimon."**

**Bright blue data swirled around Zoe and in her place was a beautiful woman with light-blue wings growing out of her head along with a ruff of feathers that resembles a hairdo, lightly tanned skin, light blue eyes, and two black stripes on her face. She has a pair of brown wings on her back, and three fingers on both her hands and feet. In the manhua she has five fingers on her hands. She wears pink panties, a pink top with detached sleeves, and metallic shoulder pads. She also wears long metallic gloves with purple soft-edged pentagons with the symbol of the Spirits of Wind on them, pink boots with metallic knee pads, a long black scarf that resembles a strap, and a pink breathing mask. Her boots are connected to her top by pink straps that pass through the inside of her panties. Zoe again announced her monster form "Zephyrmon."**

**Guilmon was Growlmon a giant dinosaur like Greymon expect for the size and Gargomon was a big short ear bunny with a ammo belt strapped to his chest with gantling gun on them and a oversized jeans on him. Kyubimon is a yellow nine-tailed with a white mane and mystical blue flames flaring around her paws and tail tips with the yin-yang symbols on her legs and head. The thugs were shocked at the sized of the digimon and they released and slowly back away from them even Jane and Porter were shocked at them.**

**Just then, Tarzan appeared. He was shocked by what was going on and Spidey's friends. But he was even more suprised to see that Clayton was behind all this.**

**"Welcome back, ape man." Clayton smirked.**

**"Clayton...you..." Tarzan said angrily.**

**Before Tarzan could do anything, Clayton punched Tarzan in the gut. Tarzan held his stomach in pain.**

**"Sorry, but I can't have your or your friends making a scene when we put your furry friends in their cages." Clayton said evilly.**

**"Why?" Tarzan asked.**

**"Why? For 300 pound sterling a head. Actually, I have you to thank old boy. Couldn't have done it without you. Lock them up!" Clayton yelled.**

**But Spidey has other plans for them and he reach behind himself and his forearm got connected by two straps and a certain shield comes outs from his back shifts into the concavo-convex metal dise approimately 2.5 feet (0.76 m) in diameter the color was three concentric rings, a star in the center, and red, white, blue paint shield and held onto his forearm.**

**"Not this time Clayton." Spidey say as his mask came on and Clayton already throwed Tarzan in a Heartless cage, Tarzan let out a loud cry in agony, Spidey reared back his forearm and let loose his shield as he throwed it and the shield went flying and the Heartless didn't have enough time to react as the shield went through them like a buzz saw and sliced them in half and drop onto the ground and the shield bounced off and went at the thugs who put Jane and Porter in the cage hitted them in the heads and they dropped to the ground and the cage door closed on them.**

**That cry was heard by Tantor.**

**"That sounded like Tarzan. It sounded like he was in trouble." Tantor said.**

**"Why doesn't he get his new friends to help him? I don't care." Terk said smirked.**

**Tantor had enough. He grabbed Terk by the fur on his neck.**

**"I've had it with you and your emotional constipation! Tarzan needs us, and we're gonna help him! You got that?! Now pipe down and hang on tight!" Tantor said.**

**He put Terk on his back and went charging through the jungle to rescue Tarzan.**

**Inside the Heartless cage, Tarzan tried desperately to get out, banging or kicking around the in the cage, but it was no use.**

**"I'm so sorry, Tarzan. Clayton betrayed us all." Jane said.**

**"No, I did this...I betrayed my family. Kerchak was right." Tarzan said sadly.**

**"We can't give up now, Tarzan. We have to save those gorillas." Jane said.**

**"That is if we save ourselves first." Porter said.**

**The Heartless cage started closing in on the group. But then, Tantor along with Sonic and Spidey, his friends and his shield appeared and crashed into the Heartless cage, destroying it.**

**"Thanks guys!" Tarzan said.**

**"Friends of yours?" Donald said.**

**"No time for that now! We gotta save the gorillas!" Goofy said.**

**"Right everyone let's ride." Spidey yelled and he ran at superhuman speed even Flash and Sonic went with him and the group followed them.**

**At the nesting grounds, the band of thugs and Heartless attacked the gorillas. Kerchak was tied up while Kala and the other gorillas were put in cages. Clayton approached Kerchak. Before he could shoot Kerchak, a loud cry and roar echoed through the jungle. Tarzan came swinging in with a vine and kicked Clayton to the ground. Spidey, Flash, Sonic along with Tantor and the digimon group and the Justice League group came charging in, carrying Donald, Goofy, Terk, Jane, and Professor Porter on his back.**

**Spidey, the digimon group, Donald, Goofy, the Justice League, and Pikachu quickly fought off the Heartless while Tarzan freed Kerchak. Then Sonic, Flash, Superman went at super sonic speed to free the other gorillas, while fighting off the thugs. When Jane and Tarzan freed Kala, Tarzan was shot by the arm.**

**Kerchak could see it was Clayton and rushed at him, but Clayton shot Kerchak, mortally injuring him. Angered, Tarzan rushed at Clayton, but he quickly realized that Clayton was armed with his rifle and climbed into the trees.**

**"Hiding are we? Good! I could use a challenge, because after I get rid of you, rounding up your little ape family will be all too easy!" Clayton said.**

**Spidey was busy helping Donald, Goofy, Jane, Professor Porter, Terk, Tantor, Clark, Bruce, J'onn, Diana, Shayera, Zatanna, John, Pikachu, Sonic, Flash, Greymon, Garurumon, Birdramon, Growlmon, Kabuterimon, Togemon, Ikkakumon, Angemon, Angewomon, Gargomon, Kyubimon, Krypto, and Zoe free Kala and the other gorillas. Then they heard another cry from the tree tops. It was Tarzan.**

**The trio quickly flew, climbed, wall crawl up a vine, tree trunk and when they got to the top, they saw Tarzan and Clayton were tumbling down from a tree. But they landed on another tree trunk. Clayton tried to reach for his gun, but grabbed it and pointed it at Clayton.**

**"Go ahead, shoot me." Clayton smirked.**

**"Don't Tarzan! If you do, you're no better than him!" Spidey said.**

**Tarzan looked at Spidey and his friends, then at the gun.**

**"Don't listen to him. Be a man." Clayton said.**

**"I'm not a man like you!" Tarzan said.**

**And he broke the gun in pieces. Furious, Clayton took out a knife and tried to strike at Tarzan, but Goofy and Spidey's shield's blocked his aim. When Tarzan back away, he lost his balance and took Spidey, Donald, Batman, and Goofy down with him, but they all got tangled in some vines.**

**Clayton had jumped after them in the vines, but Tarzan managed to tie him up in the vines. Clayton aggressively rips the vines with his teeth or cuts them with his knife, without realizing one of the vines was hanging around his neck while the vine he held onto was nearly cut.**

**"Clayton! Don't!" Tarzan and Batman said.**

**But when Clayton cut the vine he held, he fell, dragging down. Spidey, Batman, Donald, and Goofy held onto the vines. Clayton however was hanged to death.**

**Goofy, Spidey, Batman, and Donald slid down from the vines. The gorillas looked on at Kerchak, who lay dying from his injury. Tarzan went to his side.**

**"Kerchak, forgive me." Tarzan said.**

**"No, forgive me for not understanding that you have always been one of us. Our family will look to you now." Kerchak said his eyes slowly closing.**

**"No...Kerchak..." Tarzan said on the verge of tears of sorrow.**

**"Take care of them...my son...take care of them." Kerchak said before his eyes closed fully.**

**His hand dropped to the ground. Kerchak was dead. Tarzan held the gorilla in his arms, sobbing. Then he looked over at the other gorillas, beat his chest and making ape noises, indicating his leadership to the gorillas.**

**Later that day, Spidey, his friends, Donald, Goofy, Pikachu, Sonic, Digimon and Zoe were showen to the treetops wehre a group of butterflies were covering something. As Spidey approached them, the butterflies flew away, revealing a keyhole. Spidey unsteathed his Star Saber and shot a blue light from the tip and into the keyhole, locking it. After that, Terk rubbed against Donald, affectionately.**

**"I think someone has an admirer. After all, you saved Terk from Clayton, Donald." Jane say with a smile.**

**"What? No, no, no! Daisy would kill me!" Donald yelled blushing.**

**Everyone laughed hard.**


	5. Castle of Dreams

**After a few minutes of flying, the Gummi ship landed in a forest near a lake. They got off the ship and looked around.**

**"So what is this place?" Spidey asked.**

**"I don't know, but we have to careful if Heartless show up." Goofy said looking around.**

**"Look! I see smoke." Donald said and pointed at the smoke in the distance.**

**"It must be fire." Goofy said.**

**"I don't think so, Goofy. When there's smoke, there must be a chimney. And where there's a chimney, there's a house nearby. Come on!" Spidey and Superman said.**

**They walked further into the woods until they came to a large house. As they came closer, they saw a beautiful lady with blonde hair and dressed in rags was feeding chickens, a horse, and a dog. She was surprised to see the group coming towards her.**

**"Oh! Who are you?" The young lady asked.**

**"Sorry to surprise you. My name's Spidey and this is my friends Clark, Bruce, Shayera, Diana, Zatanna, Donald, Goofy, Sonic, Wally, Krypto, J'onn, John, Guilmon, Terriermon, Renamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, and my pal Pikachu and my sister Zoe." Spidey said.**

**"Hello." Donald said.**

**"Howdy." Goofy said.**

**"Pika-pika." Pikachu waved.**

**"Hey." Spidey's friends say.**

**"Pleased to meet you, my name's Cinderella." Cinderella said.**

**Then they saw two mice standing beside Cinderella. One was thin and wore a red outfit, and the other was chubby and wore a green outfit.**

**"Who are they, Cinderelly?" The one in the red outfit said.**

**"They're our new friends. Guys, these are my friends, Jaq and Gus." Cinderella said to them and gestures the mice.**

**"Hiya!" Jaq said.**

**"Hello." Gus said.**

**Suddenly, they heard a loud voice coming from inside the house.**

**"Cinderella!" A old lady voice heard.**

**"Oh dear. I'll talk to you later Spidey." Cinderella said and runs into the house.**

**"She must be pretty busy." Goofy said.**

**"Yep! Her Stepmother keeps her busy all day!" Jaq explained.**

**"She doesn't seem to mind but it wouldn't hurt to help her." Spidey said.**

**"But Stepmother's very mean to Cinderelly, just like her Stepsisters, Anastasia and Drizella." Jaq said.**

**"Why?" Sonic asked.**

**"Stepmother and Stepsisters are jealous of Cinderelly's charm and beauty, so they made her dress in rags and have her do all the chores around the house." Jaq said.**

**'This Lady Tremaine reminds me of Snow White's stepmother, the bitch Queen Grimhilde. Even she was jealous of Snow White and made her do chores.'**

**Spidey thoughts.**

**"Who do those witches think they are anyway?!" Diana and Donald said.**

**"Yeah! They got no right treating Cinderella like that!" Goofy yelled.**

**"How did Cinderella end up with those monster-in-laws?" Spidey asked.**

**Another mouse, wearing a maid's dress named Mary came forward.**

**"Cinderelly's father was a rich widow and felt she needed a mother. So he married Lady Tremaine, but he didn't know her true colors. After passed away, she had Cinderella treated like a servant." Mary explained.**

**Nearby, Cinderella was hanging up clothes to dry. Spidey with Pikachu on his shoulder walked over to her.**

**"You need any help mate?" Spidey asked.**

**"Yes, thank you. It's the first time anyone ever helped me with my chores." Cinderella said with a smile.**

**Spidey helped Cinderella hang up the clothes to the line.**

**"So Spidey, do you work all the time?" Cinderella asked.**

**"Not a lot. I help my grandparents, my aunt, uncle and my parents with their work and I don't mind, but they're not cruel like your relatives, no offense mate." Spidey said using his speed to hanged up the clothes lot faster.**

**"That's ok. I don't mind the chores either. Somebody has to do them." Cinderella said.**

**"Yeah, your Stepsister should do the chores. Why do you always stay so cheerful and polite, even after how they treat you? I get it all the time from a group of boys, who are jealous of me because a cute girl likes me." Spidey said thinking of MJ but for some reason a another thought entered into his mind replacing MJ with a another red hair girl with bright blue eyes and Spidey shooked that from his head quickly.**

**"Because I believe that someday, my dreams and happiness will come true." Cinderella said daydreaming.**

**Later...**

**"What?! An invitation to the ball?!" Donald yelled.**

**"Yes! It arrived early today. My Stepmother says if I get all my chores doen, and find a dress to wear, I can go." Cinderella said.**

**"Great! We'll help you with your chores, and we'll be finished faster than the turtle reached the finish than the hare in no time, right mates?" Spidey said and looked at his friends, sister.**

**"You beatcha!" Goofy said.**

**"Yeah!" Donald said.**

**"We're in it to win it!" Sonic said and they nodded.**

**During the rest of the day, Spidey, his friends, digimon, Pikachu, sister, Donald, and Goofy helped Cinderella with all her chores which surprise her what the powers that Spidey and his friends possed help her with, such as doing laundry, wash the dishes, dust the chimney, wipe the windows, sweep the floor, and other chores. They took caution not to be spotted by Lady Tremaine, Anastasia, Drizella, and Lucifer the cat. Soon, Spidey and his friends were not tried expect for Donald and Goofy did. Jaq met up with them from a hole in the wall.**

**"Man, I that's a work out of my life." Spidey said flexing his muscles from the strain but didn't got tried.**

**"Yeah, my arms hurt." Donald said rubbing his arms from the sore.**

**"And we've been working so hard, we haven't time to make Cinderella a dress for the ball." Goofy said.**

**"That's because Stepmother and Stepsisters are keeping Cinderelly busy so she won't have to go to the ball. I know! Why don't you came help us make a dress for Cinderelly?" Jaq asked.**

**"You found a dress for her?" Zatanna asked.**

**"Yeah! It's upstairs! Come on!" Jaq said and ran up in the wall.**

**When they got to Cinderella's bedroom upstairs, the mice and birds were fixing up Cinderella's dress, making it look prettier than before. Spidey, his friends, Donald, and Goofy pitched in to help.**

**When it got dark, Cinderella came into the room, looking sad. She gazed out her window, looking at the castle in the distance.**

**"Oh, well. What's a royal ball? After all, I suppose it would be frightfully dull and boring and compeletely...completely wonderful." Cinderella said sadly.**

**"Why won't you look behind you Cinderelly." Came the voice of Spidey Parker behind her.**

**A light glowed from behind her. Cinderella turned around and saw Spidey upside down from a web line in the ceiling but rised up as two doors parted, revealing her brand new dress.**

**"Surprise!" Mice said.**

**"Happy Birthyday!" Gus said.**

**"No, no!" Jaq said.**

**"Is that my dress?" Cinderella asked looking at the dress.**

**"Yup. We fixed it up so you could go to the ball and you're good to go." Spidey said and gives her the thumbs up upside down but they were meaning they were right side up.**

**"Why, it's such a surprise! Oh, thank you so much!" Cinderella said happy and hugs her new dress.**

**"You'd better hurry. There's a carriage waiting outside." Goofy and Diana said.**

**Cinderella changed into her dress and ran downstairs. When she left, Diana looked out the window and at the castle.**

**"You think we should go too? To the ball, that is?" Diana asked.**

**"This is Cinderelly's big night. Let her go alone." Donald said.**

**"But this ball sounds like fun." Goofy said.**

**Suddenly, Mary rushed into the room through a hole.**

**"Everyone! Come quick! There's trouble!" Mary yelled.**

**The gang followed Mary and the mice downstairs until they reached the railing. They gasped at what they saw. Anastasia and Drizella were tearing Cinderella's dress apart and shouting at her, while Lady Tremaine stood calmly watching.**

**Watching this scene made Spidey very angry like Ryback and huffed and he puffed. He didn't wanna stand by and let those stepsisters ruin Cinderella's dress after how hard they worked on it. He rushed down the steps at full speed and caught both Stepsisters in a Spear like Edge's away from Cinderella, knocking them to the floor hard and back flip to his feet. Lady Tremaine was surprised.**

**"Who are you? What are you doing here?" Lady Tremaine demanded and Spidey glared at them still huffing and puffing.**

**"How dare you let your little trampy bitch daughters tear up Cinderella's dress after how hard I and my friends worked really hard on it!" Spidey angrily yelled and went to Cinderella's side and helping her up to her feet.**

**"Did he just call us trampy?" Drizella said.**

**"Did he say he made that dress?" Anastasia said only to get glared by Spidey's Viper-glare.**

**"Yeah, I did fucker! I worked so hard on it with my friends for her so she could go to the ball, but you had to go and tear it fucking up so she won't go!" Spidey yelled angrily and snorting like a bull.**

**"Silcence! I will not hear anymore out of you. We have a ball to go and a Prince to meet. You can stay here and help your friend Cinderella clean up her mess." Lady Tremaine said.**

**Lady Tremaine went out the door, followed by Anastasia and Drizella who were afraid by Spidey's tempar. As soon as they had left, Cinderella turned and ran out to the garden. She came to a bench and knelt down and cried. Spidey and his friends followed her outside and Spidey's mask was removed by nanobots and found Cinderella at the bench. They tried to comfort Cinderella.**

**"There, there. We can always find you a new dress, and then you can go to the ball." Donald said.**

**"I can't believe...not anymore..." Cinderella said between in cries.**

**Suddenly, Heartless appeared behind them. It looked like they were coming for Cinderella. Spidey turned and glared at them. "STAY THE FUCK BACK YOU SHIT!" Spidey yelled and his Ultimatrix show up and the dial rise up with a big form not Way Big and slammed the dial down.**

**The Ultimatrix started cycling, the Ulti-wave engulfing completely to remake his DNA; his shoulders turned incredibly broard, while his arm-musculature more than quadrupled, as his fingers sprouted small claws from his wrists, in constrast to the singular large claw that grew from the top of his wrists. His entire body grew a fine coat of fur, followed by his spine growing out from the bottom, but only slightly, ending in a stubby tail, while his ears shifted upwards, flattening against the top of his head, finishing with his canine teeth extending into fangs behind his now-cleft upper lip...**

**...and when the green glow died away, in Spidey's place now stood a 9 foot tall, muscular, feline humanoid, with tiger-like-orange-black striped fur, as well as white on the underbelly, and slitted, narrow green eyes, matching the glow of the control-dial on his chest. "_RATH!"_**

**The Heartless looks at it in confused and they go at Spidey.**

**Said Spidey's alien-Rath-bristled. "_LET ME TELL SOMETHIN', YOU FREAKIN' HEARTLESS!_" he exploded. "_THERE AIN'T NOBODY BETTER AT PROTECTING SOMEONE THAN RATH!_" Rath fought at them hard, trying to protect Cinderella.**

**But then, a bright light appeared from the bench, causing the Heartless to vanish causing Rath going in confusion and he slammed down his dial and turning back to normal. An old woman wearing a blue cloak and pink bow was sitting on the bench, gently stroking Cinderella.**

**"There's nothing left to believe in...nothing." Cinderella say.**

**"Nothing, my dear? Oh, now you don't really mean that." The old woman say.**

**"Oh, but I do. It's just no use." Cinderella say sad.**

**"Nonsense! If you'd lost all your faith, I wouldn't be here, and here I am." The old woman say.**

**Cinderella looked up at the old woman and gasped and stood up.**

**"Oh, come now, dry those tears. You can't go to the ball looking like that." The old woman say and looking at her dress.**

**"The ball? Oh, but I'm not-" Cinderella say but was cut off.**

**"Of course you are. But we have to hurry." The old woman said.**

**"Uh, who are you?" Donald asked.**

**"I'm Cinderella's Fairy Godmother." The Godmother said.**

**A magic wand appeared in her hand, and she walked towards a pumpkin patch and waved her wand.**

**"Bibbidi-Bobbidi-Boo!" She said.**

**Sparks shot out from the wand and flew towards a large pumpkin. The Pumpkin came to life and hopped towards the group. The pumpkin grew bigger and bigger until it was transformed into a coach. Then she changed the mice into horses, Major the horse into a coachman, and Bruno the dog into a footman. Then she waved her wand towards Cinderella. Sparkles surrounded Cinderella, changing her rags into a beautiful ball blue gown.**

**"Gwash!" Goofy said.**

**"Wow!"**

**"You look beautiful, Cinderella." Spidey said and thumbs up from him and Pikachu.**

**"Thank you. And look, glass slippers. Why, it's a dream come true!" Cinderella say and showed her glass slippers.**

**"Yes, but like all dreams...I'm afraid this can't last forever. You'll have only until midnight. On the stroke of twelve, the spell will be broken, and everything will be as it was before." Fairy Godmother said.**

**"Why must it always be midnight?" Donald groaned.**

**"Yes, I understand. Will you be coming with me to the ball?" Cinderella asked and looking at Spidey and his friends.**

**"But we don't have anything fancy to wear...Oh I freakin' forgot Zatanna can you gives us the change." Spidey said and Zatanna smiled.**

**"One change coming up." Zatanna said and grabs her top hat from her head and grabbed her wand inside and places her hat on her head and twirls her wand around them. Sparkles seem to fly off her wand as she cast her spell.**

**"emakeR rieht selothc" Soon, the boys were wearing tuxedoes and the girls were in black, pink gowns with Shayera's wings shifted into the skin until the spell ends at mightnight and Clark pulls out his glasses from his pocket and recombed his hair and he put on his glasses and Spidey grabs from his pocket and pulled out a**

**black ferdoa hat with mini white lines on it and put it on his head.**

**"That'll do." Donald said looking at his clothes from Zatanna.**

**Cinderella, Spidey, his friends, Donald, and Goofy got into the coach and they were on their way to the ball. When they arrived at the palace, they walked past the guards, up the staircase, and into a large fancy-looking ball room. There were many women and men wearing fancy garments.**

**Up in the balcony, the King sat in his throne with the Duke beside him and watched as his son, the Prince, bow every maid he met, without showing any interest in any girl.**

**Anastasia and Drizella bowed to the Prince, trying to please him, when he noticed Cinderella walk into the room. He walked towards her and bowed to her. The Prince took her hand and led Cinderella out to the dance floor.**

**Romantic music began to play as Cinderella and the Prince danced together. Other couples joined in the dance. Spidey and Clark saw Lady Tremaine and pointed out to her.**

**"Look, I can see Lady Tremaine and her daughters are in the crowd. They're Cinderella with the Prince. You don't suppose they recognize her, do they?" Spidey say.**

**"I hope not Spidey." Clark said.**

**In the crowd, Lady Tremaine and her daughters were watching the Prince dance with the lovely woman.**

**"But who is she, mother?" Anastasia asked.**

**"Do we know her?" Drizella asked.**

**"Well, the Prince certainly seems to. I've never seen her before." Anastasia said looking at the mysterious woman.**

**"Nor I. But she certainly is..." Lady Tremaine says and looks at the mysterious lady carefully. 'Wait! There is something familiar about her.' Tremaine thoughts.**

**The Prince danced with Cinderella all night. Cinderella was having a such wonderful evening that she forgot about time. Suddenly, the clock began to chime midnight.**

**Spidey looks at his Ultimatrix's time which that Amzuth has put in the watch reads midnight and they need to roll.**

**"Oh my goodness! It's midnight!" Cinderella said.**

**"Yes, but why-" The Prince said but only to get cut off by Cinderella.**

**"Goodbye!" Cinderella say and grabs some of her gown and run out of here.**

**"Wait! Come back!" The Prince yelled out to her.**

**"I'm sorry!" Cinderella yelled back.**

**She ran past Spidey, his friends, Donald, and Goofy, who were looking for her.**

**"Cinderella, its midnight! We have to roll out!" Spidey said and they followed her.**

**The group ran out of the ball room and down the staircase. As she ran, Cinderella dropped one of her glass slippers. Before she could get it, Donald pulled her back.**

**"Leave it! We gotta go!" Donald said and pulled her down the stairs.**

**The Duke came down the steps, following after them. He picked up the slipper and continued chasing them.**

**"Mademoiselle! Senorita! Just a moment!" The Duke yelled.**

**But Cinderella, Spidey, Justice League, Digimon, Donald, and Goofy jumped into the coach and Spidey jumped on the front of the coach and take over this drive and whip the horses and rode off.**

**"Close the gate!" The Duke yelled at the guards and they begin to close the gates.**

**Spidey saws this and whip the horses into higher speed they managed to get through the large gate as it closed.**

**"Follow that coach! Don't let them escape!" The Duke commanded.**

**The gate opened and guards on black mares galloped after Cinderella's coach. Spidey sees behind them and Spidey brings out his whip and cracked his whip loudly and the black mares got spooked and Spidey use his whip overhead on the horses and the horses drove faster and faster with the guards right behind them.**

**At the chime of Midnight, the horses changed into mice, the footmen changed into Bruno, the coachman with Spidey changed into Major, the coach became a pumpkin, and Cinderella was in her rags. Spidey, his friends, Donald, and Goofy were also changed into their regular outfits, out of the clothes again.**

**They quickly got out of the road just as the guards rushed past them, trampling over the pumpkin, stomping it to pieces.**

**"I'm sorry everyone. I guess I forgot about everything, even the time but...but it was so wonderful. And he was so handsome and when we danced...Oh, I'm sure that the Prince himself couldn't have been more...Oh, well. It's over and..." Cinderella said dreamly about the dance.**

**"Cinderella, I think that was the Prince you were dancing with all night." Spidey said.**

**"You really think that was the Prince?" Cinderella asked.**

**"Exactly." Spidey said.**

**Then Jaq and Gus pointed towards Cinderella's feet.**

**"Cinderelly, look! A slipper!" Jaq said.**

**Cinderella took the glass slipper off her foot and held it gingerly.**

**The next day...**

**The King decreed that whoever fit the glass slipper will become the Prince's bride. The Duke traveled from house to house, trying to fit the glass slipper on every maiden, but the slipper didn't fit any of them. At the Tremaine estate, Donald, Goofy, Spidey's friends hid in the kitchen all night while Spidey hid in the ceilings in Stealth mode one the features of the spider suit.**

**"How long do we have to hide in here?" Donald said.**

**"Cinderelly don't want you to get into trouble with Stepmother if she finds you here." Mary said.**

**"I told you, Spidey. You shouldn't have confronted Lady Tremaine last night." Donald said from a Pumblers badge that Spidey give them.**

**"Why? And let her daughters rip Cinderella's dress off until she's half naked? No freakin' way!" Spidey said from the other side of his Ultimatrix.**

**"I never expected you to stick up for Cinderella like that." Goofy said into the line.**

**"I couldn't just stand there and let them abuse her like that. Somebody had to stop them." Spidey say.**

**Then Jaq and Gus came into the kitchen.**

**"Did you hear? The Duke's been going from house to house to see whoever fits the glass slipper Cinderelly left behind." Jaq say into the badge.**

**"Why is he doing that?" Spidey asked.**

**"To see that whoever fits the slipper will become the Prince's bride." Jaq tells them.**

**"And we know Cinderelly is the one to fit it! But Stepmother will make sure she won't!" Gus said.**

**"What happened?" Goofy asked.**

**"She locked Cinderelly in her room upstairs!" Gus said.**

**"We should help her!" Goofy said.**

**"Stepmother got the key in her pocket. We gotta get it and help Cinderelly." Jaq said.**

**"Your right! Let's go get the key!" Spidey said from the ceiling.**

**Donald and Zatanna used their magic to make themselves, Goofy, and Spidey's friends and Pikachu was with Spidey inside the spider suit the size of a mouse, that way; they could steal the key while Spidey give support from above, and get to Cinderella's room without being noticed.**

**The Duke's coach arrived in front of the house. Lady Tremaine greeted the Duke and introduced her daughters. As the Duke read a speech, Jaq, with some help from Gus, managed to get into Lady Tremaine's pocket and grab the key.**

**But Lady Tremaine reached in her pocket and held the key, while glancing upstairs to where Cinderella was, grinning. Jaq had to stop moving. Luckily, Lady Tremaine didn't feel him. She let go of the key, which hit Jaq on the head, and then patted her pocket with the key hitting Jaq a few times.**

**Jaq climbed out of her pocket and Gus pulled him out, with the help from Donald, Spidey's friends, and Goofy. But they lost their balance and slide down Lady Tremaine's dress to the floor and towards the stairs.**

**Quickly, Justice League flew carried some, jump with great leap and climbed up the steps to get to Cinderella's room while Spidey crawl on the ceiling. By the time they reached her room, they were tired.**

**"We're coming Cinderelly!" Jaq yelled and Cinderella heard and look through the keyhole.**

**"You've got the key!" Cinderella said happy.**

**Before they could slide the key through the door, a cup suddenly landed on Gus and the key. It was Lucifer.**

**"Lucifer! Let him go!" Cinderella yelled.**

**But the cat snickered at her pleas. Jaq grabbed Lucifer by the tail and bit him. The cat let out a loud shriek. Donald, Spidey's friends and Goofy, tried to fight Lucifer. Other mice and birds joined the fight, but Lucifer swatted them away.**

**"It's no use; we'll never get rid of him!" Donald say.**

**Spidey notices they need help and noticed that Krypto was not with them and Spidey whistle two times and Krypto show up, when he saw Lucifer bothering his master, Krypto let out a lion roar snarel. Lucifer screeched and climbed up the window, with Krypto trying to snap at him. Lucifer tumbled out the window to the ground. A few birds flew in, and chirped frantically to them.**

**"What are they trying to say?" Goofy asked.**

**"The Duke's going to leave the house!" Jaq yelled.**

**"We'll make sure he doesn't leave! You just give the key to Cinderella so she can unlock the door!" Spidey say and came out of his Stealth mode.**

**Donald and Zatanna used their magic to make themselves(everyone expect for Spidey and Pikachu) big again. Then they quickly raced downstairs as the Duke was prepared to leave.**

**"You're the only ladies here?" The Duke asked.**

**"There's no one else, Your Grace." Lady Tremaine lied.**

**"Well, good day." The Duke say and tipped his hat.**

**Before the Duke headed out the door, Spidey was about to call out to him, when he lost his balance and fell over the railing and Spidey flipped and landed on his feet. Donald face palmed in shock while covered his eyes. Spidey brushed himself off as all eyes were on him.**

**"Sorry to make an entrance like that, but would it be alright to tell you they maybe four more women to tried on the slipper?" Spidey said and his friends showed up and his mask removed to the neck line.**

**"Hmm...I've seen you at the palace, with a couple of strange looking gentlemen and ladys. And you left with them, with that mysterious young lady in such a hurry." The Duke said looking at them.**

**"I'm sorry, but can one of my friends at least try it on, please?" Spidey asked.**

**"I've met you last night, before we left for the ball." Lady Tremaine said looking at him.**

**"He's probably here to rob us!" Drizella say fake scared.**

**"Mother, do something!" Anastasia does the same.**

**"That boy and those girls does not live here. I have only two daughters. I believe we're finished here, Your Grace." Lady Tremaine say only to get by glared by Bruce taller then her.**

**"Regardless, he means no harm. So which of you ladys to try it on?" The Duke asked and looking at one of the ladys.**

**"I do it." Zatanna say.**

**The footman holding the slipper on a pillow walked towards the black-haired magican Zatanna. He held out the slipper towards her. Before Zatanna could take it and try it on, Cinderella appeared.**

**"Your Grace! Please wait! May I try it on?" Cinderella asked.**

**As she came down the stairs, Lady Tremaine stepped in front of her.**

**"Pay no attention to her. She's just an imaginative child." Lady Tremaine say.**

**"Madam, my orders were every maiden." The Duke said.**

**"You heard him, every maiden." Spidey and Batman smirked.**

**The Duke stepped past her and led Cinderella to a chair, which she sat down on. He summoned the footman, who can running to them.**

**Knowing that the slipper will fit Cinderella, Lady Tremaine moved her cane in front of the footman, who tripped and fell to the floor. The slipper flew off the pillow and crashed onto the floor. Donald and Goofy had seen this.**

**"She did that on the purpose!" Donald yelled.**

**"Oh no! What will I do?" The Duke hastily say.**

**"Please, don't worry. You see, I have the other slipper. Spidey?" Cinderella say and looked at him.**

**"You mean...this slipper?!" Spidey said in a funny tone and pulled out the glass slipper behind him and held it out to her.**

**Lady Tremaine was horrified and the Duke was delighted. Spidey slipped the glass shoe onto Cinderella's foot and it fit prefectly. Goofy, Donald, Spidey's friends expect for Batman and Renamon smirked, the mice, andn the birds cheered.**

**"A perfect fit! I must inform the Prince immediately! You will come with me, of course." The Duke said.**

**"I'd be happy to." Cinderella said with a smile.**

**As Cinderella left with the Duke, Spidey followed them, with his friends, Donald, and Goofy behind him. He turned and held out both middle fingers out fuck them at the step family before closing the door behind them.**

**"It's not fair! She's a scullery maid!" Drizella say.**

**"Mother! Are you just going to let them leave?" Anastaisa pleaded.**

**"No...Cinderella will be put in her place." Lady Tremaine say and evilly smiled.**

**Outside, Spidey, his friends, Donald, and Goofy watched as Cinderella got into the carriage and ride off.**

**"I guess she won't be working for those monster-in-laws anymore, huh mates?" Spidey said.**

**"You said it!" Donald said.**

**"We heard that!" Spidey's friends say.**

**"Yeah, so now what do we do?" Goofy asked.**

**"We have to find the keyhole!" Donald yelled.**

**Suddenly, they heard a woman's scream, and they saw the Duke and the footman come running back to them.**

**"What happened? Where's Cinderella?" Spidey asked.**

**"We were on our way to the castle when we were attacked by a hideous creature!" The Duke said.**

**"We're on our way!" Goofy yelled and they ran to the spot expect for Spidey who just saw a strange light behind the farm and felt heavy footsteps coming towards him.**

**As soon as they got to the spot, they saw that a Heartless had taken the form of the pumpkin coach. Cinderella was on the ground. Lady Tremaine, Anastaisa, and Drizella were standing beside the Heartless, watching it torture poor Cinderella with exploding pumpkins, raining down near her.**

**"This is what happens when you go against my wishes!" Lady Tremaine yelled.**

**Before a burning pumpkin could hit Cinderella, a engine was heard and Spidey came out riding on a blue sports motorcycle with white and pink highlights and his Star Saber sword in hand and sliced the burning pumpkin with his katana and the motorcycle landed on the ground parked to the left.**

**"This is what happens when you try to hurt Cinderella you little bitchs." Spidey yelled and gripped the handle bar.**

**Spidey reved the bike and drive and slashed his sword at each burning pumpkin, protecting Cinderella. Donald used his magic staff to get rid of the pumpkins while the Digimon group gone big and Zoe did the same and everyone protected her and Goofy used his shield to protect himself as well as get rid of the pumpkins.**

**"Goofy, use your shield to protect Cinderella! Donald, use your staff to get rid of those burning pumpkins! Spidey is going for the Heartless!" Superman said.**

**Without saying a word, Goofy and Donald did as they were told. Spidey rode the motorcycle towards the Heartless. But his spider sense goes off and slide under its long green vines and jumped back up on the wheels. Donald and Goofy and everyone went at the Heartless, but they were also wrapped up in the vines even Superman can't break out of the vines.**

**"You can't help her now, meddling fools!" Lady Tremaine smirked.**

**"That's what you think jackass!" Spidey said and Spidey jumped off of the motorcycle and suddenly then it surprised them even Goofy and Donald as the motorcycle as strange gear shifting sounds were made as parts of the motorcycle broke into pieces. In less than a second, the motorcycle had shifted into a bipedal robot. Standing before them was now a twenty foot tall robot. It appearnce has a lean, curvy shape to like a feminine body would and had blue armor with pink and white headlights. They struck out to them was that this robot actually had a face, a female face at that. Eletric blue eyes with pink rings in the background and standing behind Spidey.**

**"Meet my friend Acree." Spidey gestures to her and they went on the attack, Acree opened up her forearm blades and sliced the vines that held everyone and before the Heartless encounter a sudden truck horn came in and slammed the Heartless away from them and that vehicle was a large, red-and-blue, flame-painted, 18-wheeler, semi-tractor-trailer truck, pulling a large, grey trailer, stop on a dime and the trailer automatically detached from the truck, which inched forward behind Spidey and Acree and allowing them to crest clearly and closly see the red Autobot crest on its grille...before it began to change: its hood expanded, rotating and shifting back into the truck, as the engine morphed and rearranged, the cabin of the truck becoming a powerful torso, with two mighty arms extending from where the hood had been. The back section of the truck shifted into two massive blue leg structs, matching the red-and-blue hues of the rest of the mighty mech's armor, with the back wheels lightly spinning on the shin-structs. As the truck's exhaust pipes shifted into place, defining the robot warrior's shoulders, a blue, helm-clad head emerged, its bright blue optics shining, the twin antennae on the helm shifting into place, the mech;s mouth covered by a silver face-plate and got into a fighting stance and this robot was about 30 foot tall.**

**Suddenly when they heard a voice.**

**"Let her go!" The Prince yelled.**

**The Prince came riding on his horse, to the scene. Then Spidey zapped his sword with the power of Thunder and Pikachu's Thundershock, at the Heartless in the face and the two Autobots shifted their arms into guns and blasted him. It shrieked, and then it collapsed, right on top of Lady Tremaine and her daughters. The Heartless faded away, as did the evil Stepmother and her daughters.**

**"How did you finds us?" Donald asked looking at the giant robots from behind Spidey.**

**"The Duke told me what was happening, so I came to help." The Prince said.**

**"Thanks. And I believe that's your girl whom you want to marry." Spidey said and pointed at Cinderella.**

**When the Prince saw Cinderella, he recoginzed her. The two embarced each other. Then everyone headed back to the castle.**

**The King was waiting impatiently when he saw the group coming towards him. The Prince introduced him to Cinderella and the King hugged his future daughter-in-law.**

**Suddenly, the glass slipper Cinderella had worn started to glow, and a keyhole appeared. Spidey unsteathed his katana and glowed and shot its light into the keyhole and a locking sound was heard, and the keyhole disappeared.**

**"We should go, Spidey. Before they start asking questions." Donald say.**

**"Thank you Spidey, everyone else, for saving me." Cinderella said with a smile.**

**"That's what friends are for partner." Spidey said and tipped his cowboy hat and friendly winked.**

**"But we can't stay for the wedding. We have to go." Goofy say.**

**"I hope to see you all again." Cinderella said.**

**"Please do." Spidey said with a smile under his hat.**

**Spidey and Cinderella hugged goodbye and he, Donald, Goofy, Spidey's friends, the two Autobots Optimus Prime and Acree who that Donald and Goofy learned by now left the palace. On their way out, they met by Fairy Godmother and the mice.**

**"That was very brave of you, sir." The Fairy Godmother said.**

**"That was great!" Jaq said happliy.**

**"You showed Stepmother whose boss!" Gus said.**

**"But there's one thing I still don't get, why did the Heartless come at Cinderella without the aid of Lady Tremaine or Pete?" Goofy asked.**

**"Darkness always find a way into a wounded heart. When someoen is heartbroken or depressed, their hearts starts to fall into the Darkness, which attracts the Heartless to that person." Fairy Godmother explain.**

**"That's why the Heartless came for Cinderella in the first place." Goofy said.**

**"Yes, and it will happen to whoever you meet in the other worlds." Fairy Godmother said.**

**"Thanks for the tip, and thanks for making Cinderella's dreams come true." Spidey said with a smile.**

**"Actually, it's you we should be thanking, Ultimate Hero and Keyblade sword(katana sword) Master." Fairy Godmother said with a smile and winked.**

**"What the crap? How did you know?" Spidey asked.**

**"Let's go Spidey!" Donald yelled.**

**And he dragged him away back to the Gummi ship with everyone else.**


	6. Olympus Coliseum

**At the Kingdom of Darkness, the villains had been Spidey, his friends, Donald, and Goofy defeat the pumpkin Heartless and seal the keyhole.**

**"What drew the Heartless to those worlds?" Jafar asked from his seat.**

**"Both the hunter and the stepmother lured them there. First, it was the hunter's lust for power that was the bait. But it seems the bait was too tasty for his own good." Maleficent said.**

**"Yeah, he got hanged instead!" Pete said laughing.**

**"Second, it was the stepmother's jealousy that lured the Heartless." Maleficent said.**

**"But she got crushed in the battle." Ratigan said.**

**"But the boy is a problem. He found four keyholes." Jafar said.**

**"Fear not. It will take him years to find the rest. Besides, he reamains blissfully unware of our plan." Maleficent said not knowing that Spidey can pretty smart then anyone even villains.**

**Olympus Coliseum...**

**Spidey, Justice League, Donald, Digimon, Goofy, Pokemon(Pikachu on Spidey's shoulder), and the Autobots had landed the Gummi place called Thebes. This is right up Diana's alley due to she's a demigoddess in Greek. When they approached a huge building, Spidey's spider sense goes off hard and they heard a voice.**

**"I wouldn't go in there if I were you, dude." A voice say in the shadows.**

**They turned and saw Hades standing in the shadows but Spidey's senses telling don't trust him and he has his fingers crossed behind his back.**

**"There's a stubborn old goat inside who might not let you play in the games." Hades said.**

**"Who are you?" Donald asked notices Spidey's fingers crossed behind his back singaling to them not to trust him but play along.**

**"Whoa, hold on there, fuzz boy. Let me guess, you wanna enter the games, right?" Hades said with a small grin on his face.**

**"We weren't planning on entering the games, uh-" Goofy asked.**

**"Names is-" Hades was about to say but was cut off by Diana and Spidey and Batman.**

**"Hades, Lord of the Dead, God of the Underworld, we get the picture." Spidey, Diana, and Batman said.**

**"Anyway, how ya doing?" Hades said.**

**"Uh, hi?" Spidey said.**

**"Well, in case you change your mind..." Hades said and held out his hands.**

**In his hand appeared a pass to enter the games.**

**"It's all yours. Good luck man. I'm pulling for you, little man." Hades said.**

**When Hades left, the trio decided to go into the games. When they entered the lobby Optimus and Acree shrink down to human size, they saw a strange looking creature looking at some chart. He didn't seem to notice the strangers that entered the lobby.**

**"Um, excuse me?" Spidey asked.**

**"Good timing. Give me a hand, will ya? Move that pedestal over there for me. I gotta spruce this place up for the games." The creature said not looking at them.**

**They looked at the big pedestal, Spidey, Superman, and Diana were the strongest and tried to move it, it suddenly lifted by the strength of them and move it to the spot that the creature said and drop it onto the place.**

**"It's looks like was way too heavy but for them they just lifted it like it was nothing." Goofy said shocked at the three's strength.**

**"Too heavy? Since when have you been such a little-" The creature said before turning around.**

**When he turned around, he was surprised to see who they were and not noticeing the pedestal move from one place to another.**

**"Hey! You're a boy! What are you doing here? This here's the world famous Coliseum, heroes only! And I got my hands full preparing for the games. So run along, pip-squeaks!" The creature said only to picked up by his hair by Diana.**

**"Who are you calling pip-squeaks?" Diana said.**

**"Yeah! Spidey's a real hero, a superhero at the matter; he's the-" Goofy was about said but only to cut off by Spidey's web net to the mouth.**

**"World order, Goofy." Spidey warn.**

**"Hero?" The creature laughs and got drop by Diana and she went back to Spidey's side.**

**"What's so funny? We've seen him fight a bunch of monsters!" Donald yelled.**

**"Hey, if you can't even move this..." The creature said gestures to the place where it was until he saw the pedestal moved from that spot. "You can't...call...yourself...a...hero!" The creature was lost of words and Spidey smirked.**

**"Cat your tongue man." Spidey smirked.**

**Then they heard someone else come into the room. It was a young, tall, and strong man not as strong as Superman or Spidey, beside him was a white horse with wings.**

**"What's going on in here, Phil? Who are they?" The young man asked.**

**"Who is this?" Donald asked.**

**"Let me introduce you, kiddes. This here's my protege, the man I trained to become a hero, the one and only Hercules!" Phil said.**

**"That's me. And this is Pegasus." Hercules said and pointed himself and at Pegasus the winged horse.**

**Pegasus gave a friendly neigh.**

**"Who are you, guys?" Hercules asked.**

**"I'm Donald Duck. That's Goofy, and this is Spidey, this is his friends Clark, Bruce, Shayera, Diana, Zatanna, Donald, Goofy, Sonic, Wally, Krypto, J'onn, John, Guilmon, Terriermon, Renamon, Agumon, Gabumon, Biyomon, Tentomon. Palmon, Gomamon, Patamon, and his pal Pikachu and his sister Zoe and Spidey's other friends Optimus and Acree." Donald said.**

**"Hello. We wanna enter the games, but your coach here won't let us." Spidey said and looked over his shoulder halfway glaring at Phil.**

**"Don't mind Phil, he can be stubborn sometimes. So, you wanna enter the games, right? You might need a pass in get in?" Hercules asked.**

**"Actually we have one." Spidey said.**

**Goofy took the pass out of his pocket and showed it to Phil.**

**"Where'd you get this?" Phil asked.**

**"We, uh, bought it. So, can we enter games now?" Flash asked annoyed.**

**"Come on, Phil. The games are open to everybody, you can't discriminate." Hercules said.**

**"Ok, fine." Phil sighs.**

**A little later, the trio was out training in the obstcale course. Sometimes they would try to keep their balance on some logs in the water or they would shot arrows at their targets, not to mention that lifting weights was too hard expect for Spidey and his Justice League friends.**

**"Remember, he's stronger than anyone, kinder than anyone! He's always there for you, and he's good looking too! That what a "hero" is! You kids ain't half bad like you were trained for this kinds of things, but a little too soon to start calling yourselves heroes. Gotta say though, I haven't felt the rush of coaching someone for quite while." Phil said amazed by the Justice League's abilities and the Digimon group and the Autobots.**

**"Ahyuk! How long did we train for?" Goofy asked with a pot stuck in his head.**

**"Two hours and forty minutes but for them forty seconds." Donald said dizzy and bruised.**

**"My gym class wasn't like this but what I did back in my world this was like that." Spidey said not tried cracking his bones and stretching his limbs and little sweating.**

**"I gotta say, you guys are doing extremely great." Hercules said amazed by their powers and abilities and offers a hand to help him up.**

**Spidey took Hercules' hand as he helped him to his feet with his 1 million superhuman strength(200,000,000 pounds of strength) because Spidey's body is slim but has a small frame under his costume.**

**"I've never seen a young man like me train this much." Hercules said.**

**"You might be surprised. Anyway mate, how did you make yourself Phil's protege?" Spidey asked.**

**"It's a long story." Hercules said and rubbed his back head.**

**"I'm listening. I've heard long stories before and I find them interesting." Spidey said.**

**"You might not believe this, but I'm the son of Zeus, the Greek God of Mount Olympus." Hercules said.**

**"Whoa! You're a demigodness?!" Spidey said.**

**"When I was baby, somebody stole me from my parents and figured out how to take away my godhood. The only thing I didn't lose was my godly strength. To rejoin my parents on Mount Olympus, I have to prove myself as a "true hero." Hercules said.**

**"To prove youself as a true hero is to have a heart of one, you already the strength, you need to have the determination of one." Spidey tell him from his parents told them and his uncle said with**

**great power comes great responsibilty that a true hero or ultimate hero.**

**Suddenly, they heard a woman's scream. Everyone turned and saw that Heartless were trying to harm a young woman.**

**"Heartless!" Donald yelled.**

**"Let's get them!" Spidey yelled.**

**The massive trio and the Autobots regrow to their original size rushed the Heartless, fighting them off. Hercules helped too. When the Heartless were destroyed, they went to check on the young woman.**

**"Are you ok?" Spidey asked conerned.**

**"Thanks, but I'm fine. And you're supposed to be?" The young woman asked as she looks at them.**

**"I'm Spidey, he's Donald, that's Goofy, and my friends, sister, and pal. We were just training with Hercules when we saw those Heartless attack you." Spidey said.**

**"You're working out with Wonderboy?" The young woman asked.**

**"Yeah, cause we're heroes, too!" Donald said.**

**"Ahyuk! We're not heroes yet, Donald." Goofy tell him.**

**"Looks like we have a friend in common. Name's Megara. My friends call me Meg." Meg said.**

**Hercules, Phil, and Pegasus came towards the group.**

**"Meg, are you alright?" Hercules asked.**

**"I'm fine." Meg said.**

**"So you two know each other?" Spidey smile sly.**

**"Gwash, sounds like you're more than just friends." Goofy said.**

**"Oh...uh...well..." Meg was at a lost of words.**

**"What she means is..." Hercules was about to say but was cut off.**

**"Alright, enough with the chit-chat, let's get back to your training." Phil said.**

**When they didn't know was that watching the group in the shadows was Hades, Pete, Pain, and Panic.**

**"You had to give them the pass to get into the games, didn't you? They'll porbably get stronger." Pete scowled.**

**"I gotta say, those three chick with the black hairs and orange hair in that armor, jumpsuit, and magican outfit looks hot!" Pain said eyeing the three women in the group.**

**"Do you think they's single?" Panic asked does the same with Pain.**

**"Aw, shut up! So, what are you gonna do about Hercules and those runts? Say, why don't you just pick the biggest, meanest, monster and save them the trouble?" Pete said giving Hades the idea.**

**"Monster? That's good. And I know just the one." Hades said grinning evilly.**

**Meanwhile, Spidey, his friends had taken a break from their training, probably because Hercules felt they were working too hard and convinced Phil to give them a rest.**

**Suddenly, the ground shook by the sound of giant footsteps. The group ran out to see what was going on. A giant hydra was attacking the city of Thebes. When the hydra saw Spidey, Hercules, and the gang, it turned towards them.**

**"P-Phil, what do you call that thing?" Hercules asked a little scared.**

**"Two words...AH-SCARY!" Phil screamed like a little girl.**

**Phil ran for cover. Hercules, Spidey, his friends, Donald, and Goofy were left to face the monster. High up in the mountain, Hades, Pete, Pain, and Panic watched from above.**

**"Let's get ready to rumble!" Hades yelled.**

**'Man this hydra is big.' Spidey thought before not notices he press a certain button in his pocket it was a small white card with red and a captial A on it. Calling someone from a different dimesion.**

**Suddenly they came in a second from a light. A man in his early thirties, was tall and lean, his dark orange suit and goggles hiding his hair and eyes. This was Hank "Giant Man" Pym and had the ability to grow to well over sixty feet tall, or shrink to less than the size of an ant.**

**A woman in her twenties, with short ebony hair, light skin and dark eyes clad, in black tight pants and a yellow-and-black striped sleeveless top. This was Hank's wife, Janet "Wasp" Pym, had the ability to shrink to insect size, growing a pair of insect-wings, which enabled her to fly, as well as the ability to fire bio-electric "stings."**

**A another man was tall, even more so than Hercules, and built like a tank, with long, blond hair, and a trim beard around his mouth. He wore a dark blue, mail-like vest with four silver circles reinforcing its front side, with a red long cape bucked by one of the silver circles stretched to his ankles, with black tight pants, and steel-toed boots, carrying a weapon that was cross between an axe and a war-hammer - "Mjolnir," he called it. This was Thor Odinsson, who thought of himself as the Norse thunder-god - a claim that got harder and harder to dispute.**

**A woman was in her twenties, was tall, with an elegant frame, and mid-length ruby-red hair, and spellbinding emerald eyes, clad in a skin-tight black bodysuit, with a loaded firearm strapped to her belt, as well as a pair of deadly vibranium knives. This is Natalia "Black Widow" Romanova, Spidey's adpoted mother. Natalia had once been a deadly operative for the KGB, but has later defected as the Cold War came to an end and after she adpoted Spidey as a baby after his parents left him with them in a basket with her boyfriend Steve Rodgers or Captain America until he died from the Red skull's attack and now she was trying to find her adpoted son until now.**

**A man in his thirties in a high-tech red-and-gold armour-suit, inside the armour's helmet was a tan-skinned, blue eyes with short black hair and a trim black beard. This is Tony "Iron Man" Stark and a friend of Captain Amercia and Spider-Man.**

**A man was the same height as Superman, and strongly built, clad in a completely black bodysuit, which seemed to have a slightly metallic look to it, as well as black gloves and boots, a black leather belt around his waist, and a cross-belt over his chest, both belts laden with deadly-looking knives. His face was covered by a black cowl, with two slight points on top, resembling the ears of a deadly jungle cat, with only two white eyes visible, his face completely hidden. This is T'Challa, King of Wakanda or the Black Parther and this man's face was in thirties, with dark skin, short, dark brown hair, and brown eyes like Spidey but was African.**

**A another man in a black sneak-suit and an armored vest. On his hands were fingerless black gloves stretches to his elbows, wielding a high-tech-looking longbow with a black quiver full of arrows strapped to his back, oval glass with light-dark red shades, brown hair, and a strong built with gray eyes under his glasses. This was Hwakeye a friend of Spidey.**

**A green skinned beast over eight feet tall, massive build, purple pants, his eyes were dark green, green hair. This is the Hulk or when he calms down he is Dr. Bruce Banner an average height, and lanky, in his thirties man, with short brown hair and blue eyes framed by glasses, clad in a white shirt and blue jeans, sneakers. And a good friend of Spider-Man or called by Hulk Bug-Man.**

**This is Spidey's friends the Avengers after Spidey went missing from the Marvel dimesion and they just came through a portal after that card that they gave to Spidey to join them and the card was so powerful that it open up a portal and send them through it.**

**This surprised Hades, Pete, Pain, and Panic at that even the Justice League, Digimon, Sonic and Donald, Goofy, Hercules but went on the attack.**

**The hydra stepped towards the heroes and the Digimon went big after Spidey digivolve them and Zoe in Kazomon form and then tried to bite them, but he kept missing. During the fight, Spidey realized he dropped his Star Saber. The hydra prepared to eat him when the Hulk and Hercules grabbed it by the teeth, holding it back. Spidey shot out a web line to the sword and yanked it towards him and grabbed it in his hand and jumped onto the hydra's neck and unleashed a powerful matrix wave slicing his head clean off. The people clapped and cheered.**

**"That was really violent, Spidey." Donald asked.**

**"I'll admit it was gross at first, but I deal with worse beings than this." Spidey said gestures to the hydra and his spider sense goes off.**

**When it was starting to rain, Pain, Panic, and Pete looked worried, thinking Hades was going to be mad, but Hades remained calm and leaned back in his chair.**

**"Guys, relax. It's only half time." Hades smirked.**

**The hydra's headless body began to move.**

**"That doesn't look good." Phil said eyeing the hydra's body.**

**The body stood up and three more heads of the hydra appeared.**

**"Definitely not good!" Phil said scared.**

**Instead of fighting, Hercules and everyone else ran for their lives ordered by Spidey. Hercules whistled for Pegasus. The horse flew down and Spidey jumped and shot out a web line and swinged out, anyone who is a flyer flew, ran, jumped and transformed and roll out. Whenever Spidey and Iron Man and Hercules decapitated a hydra, another head would grow, and another, and another, until there was a whole group of hydra heads.**

**"Would you both forget the head slicing thing?!" Phil yelled.**

**Pegasus flew higher in order to get away from the hydras, but one hydra knocked the heroes off Pegasus. Hercules, Spidey, Donald, and Goofy went sliding the necks of the hydra. Superman and Thor managed to save Hercules, Spidey, Donald, and Goofy while sliding and threw the trio off to the side, away from the hydras. When Hercules slides off the hydras, he was pinned to the wall by the hydras.**

**"My favorite part of the game...sudden death." Hades said smiled.**

**But Hercules slammed his fist onto the wall of a cliff, which caused an avalanche to crash down onto the surprised hydras, killing them. When the dust cleared, Hercules was nowhere in sight. The heroes and Donald and Goofy tried to unbury the rocks, searching for Hercules.**

**But then, the clawed hand of the hydra, which stuck out from the rocks, began to move. When it opened, there was Hercules. The crowd clapped and cheered even louder. Spidey held up his blade in the air and everyone else sticked out their hands in fists they jumped for joy and Batman and Renamon smirked but let out a small laugh.**

**"You did it, kid! You won by a landslide!" Phil said.**

**Hades was so mad; his face went red and grabbed Pain and Panic, squeezing them tight. Pete hid behind a rock afraid.**

**"Well, what do you know?" Meg applauds from a cliff.**

**In no time at all, after Spidey explained to the Avengers what happened after he disappeared from the Marvel dimesion and went on this adventure trying to save these worlds from the Darkness the Avengers were impressed by Spidey's progess after he disappeared from their dimesion to the DC dimesion they agreed to help him and his friends to prevent the Darkness from consuming the worlds and they were friends with Spidey and Natalia was happy to have her apdoted son back and they started to help them, and everyone else became famous in Thebes. There were dolls that looked like them stored in toy shops, their faces were on vanses and drink cups and shoes Spidey was used to this included the Justice League, Avengers, Digimon however were happy, Sonic also the same with the three human superheroes teams and Pikachu. They even signed autographs to fangirls or fanboys trying not to let all this fame go into their heads. Every time Hades would send a monster at them, the heroes and superheroes would defeat them. This made Hades even madder.**

**"I can't believe it! I've thrown everything I've got at those wimps and they just destroy them so easily! You were the one who suggested we used the hydra in the first place!" Hades said madly and pointed a finger at Pete.**

**"Don't blame me! I didn't know this was gonna happen! Wait! I have a better idea. Everybody has a weakness, right. Send her to find out about Hercules' weakness and with that weakness, you can take over Mount Olympus." Pete said and glances towards Meg behind him who was holding a Hercules vase.**

**"Hmm. Yeah, you know, I like it." Hades said and rubbed his chin.**

**"Don't even go there." Meg said not wanting to be part of the plan.**

**"Listen, you give me the key to bringing down Wonder Breath, and I'll give you the thing that you crave the most...your freedom." Hades smirked and showed a bottle containing Meg's soul.**

**Meg gasped, and dropped a Hercules vase she was holding.**

**That night, Hercules and Meg were out in the garden. They watched a shooting star pass over them.**

**"You know, when I was a kid I would've given anything to be exactly like everybody else." Hercules said gazing at the stars.**

**"You wanted to be pretty and dishonest?" Meg smirked.**

**"Everybody's not like that. You're not like that." Hercules said and looked at her.**

**"How do you know what I'm like?" Meg asked.**

**"All I know is you're the most amazing person with the weakest ankles I've ever met." Hercules cooed.**

**Meg smiled and blushed.**

**"Meg, when I'm with you I don't feel so alone." Hercules said.**

**"Sometimes it's better to be alone." Meg said with a frown.**

**"What do you mean?" Hercules asked.**

**"Nobody can hurt you." Meg said.**

**"Meg, I would never ever hurt you." Hercules said with a smile.**

**"And I don't wanna hurt you." Meg said with a teary smile.**

**Then, Meg and Hercules leaned in to kiss each other. Just before they could, Pegasus flew over them with Phil in tow.**

**"Alright, break it up!" Phil said and put out his arms to telling them to break it up.**

**He grabbed Hercules and pulled him up onto the horse, but not before Hercules gave Meg a flower.**

**"You're gonna get the workout of your life!" Phil said.**

**When they flew off, Meg smiled and sighed. She fell in love with Hercules. Just then, Hades appeared.**

**"So Meg, what's the weak line in Wonderboy's chain?" Hades asked.**

**"Get yourself another girl; I won't help you hurt him! Besides, he has no weakness!" Meg yelled.**

**"Actually, I think he does, Meg. And I think its...you." Hades said evilly.**

**A little later, Hercules was happily working out in the obstacle course. Spidey, his friends, sister and adpoted mother were resting in the bleachers even the Hulk was still in his Hulk form. During his workout, Pegasus was lured away and captured by Pain and Panic. Phil was captured by the Heartless. At that moment, Hades appeared.**

**"Hey, how ya doing? Name is Hades, Lord of the Dead, God of the Underworld." Hades said.**

**"What's he doing here?" Goofy whispers to Donald.**

**"I don't know." Donald said.**

**"Look Herc, can I call you Herc? See, I got this little leverage you might wanna know about?" Hades smirked.**

**Hades snapped his fingers and Meg appeared, bound and gagged. Heartless appeared, keeping Spidey, Justice League, Digimon, Avengers, Autobots, Donald, and Goofy away but due to their powers and weapons they get rid of the Heartless quickly and wait. Pete, Pain, and Panic were there too.**

**"Let her go!" Hercules yelled.**

**"Here's the deal. You give up your strength for twenty -four hours, say the next twenty-four hours, and Meg will be free as a bird. What do you say?" Hades said and held out his hand to him.**

**"People are gonna get hurt, aren't they?" Hercules asked.**

**"Nah! I mean, it's a possibility. Anyway, what do you owe these people, huh? Isn't Meg worth more than that?" Hades said eyeing him.**

**"Stop that!" Hercules said fighting a blush onto his face.**

**"Isn't she?!" Hades said.**

**"You gotta swear she'll be safe from any harm!" Hercules said.**

**"Fine. Ok. Meg will be safe. Otherwise you'll get your strength back. So, we got a deal?" Hades asked still held out his hand.**

**"Hercules, don't!" Spidey yelled.**

**"Alright!" Hercules said and sighed and touched his hand.**

**"Oh yeah, baby!" Hades smirked.**

**The minute Hercules shooks hands with Hades, he lost his strength. Meg was ungagged and untied. When the Heartless disappeared from the superhero team, Spidey and family(the team) Donald, and Goofy ran to Hercules' side.**

**"Are you alright?" Goofy asked.**

**"He looks queasy." Donald said looking at Hercules who was sick.**

**"You stupid little son of a-" Spidey glares at Hades and reach behind him for his Daywalker blade but was cut off by Hades.**

**"Ah-ah. Watch the language, dude." Hades smirked.**

**"Hey, Herc! Didn't Hades tell you? Meg was working for him the whole time." Pete said.**

**"Y-You're lying?" Hercules said slowly.**

**"Why don't you ask her yourself?" Pete said and smiled.**

**"Meg-?" Hercules asked and looked at her.**

**Meg gave a sad expression, as if say it's true. Everyone was shocked but then glared at Pete.**

**Hades climbed into his black carriage and flew off, with Pain, Panic, and Pete behind him. They left the Heartless behind to deal with the heroes. When they found the dungeon that held the Titians beneath the sea, Hades zapped at the cage bars, freeing the Titians.**

**The Titians began wreaking havoc on Greece. The Rock Titian stomped on the villages; the Ice Titian froze every living thing; the Fire Titian spread hot lava everywhere, and the Tornado Titian roared through the country. The Titians went stomping off towards Mount Olympus. Hades instructed the Cyclops to destroy Thebes.**

**Meanwhile, Spidey, everyone else destroyed the Heartless that were trying to hurt Hercules and Meg.**

**"Why would you work for Hades?" Goofy and Thor asked angry.**

**"Hades owns me because I sold my soul to him!" Meg said sadly.**

**"WHAT?!" Spidey and Goofy yelled.**

**"I sold my soul to save my boyfriend's life. And instead of thanking me, he leaves me for another woman. I thought I'd learned my lesson but..." Meg said.**

**"Guys! There's a monster attacking the city of Thebes!" Donald yelled.**

**They could see that the Cyclops was knocking down buildings and people were running and screaming. Hercules started towards the Cyclops.**

**"Gwash, has anyone seen Pegasus or Phil?" Goofy asked looking around.**

**They heard muffling coming from the stable. They found Pegasus tied to the pole and Phil in a cage, made from Heartless.**

**"Hey! Get us outta here!" Phil yelled.**

**Spidey used his whip to cut down the cage and free Phil. Meg, Goofy, Donald and everyone else untied Pegasus.**

**"Now what's going on?" Phil asked.**

**"Hercules needs help! He's gone to take on the Cyclops alone without his strength!" Wasp exclaimed.**

**"What?" Phil said.**

**"If we don't help him right now, he'll die!" Optimus said.**

**Meanwhile, Hercules had taken a bad beating from the Cyclops. Spidey, Meg, and the boys and girls arrived to find him badly bruised.**

**"Come on, kid! Fight back!" Phil said trying to get him back in the fight.**

**"You were right all along, Phil. Dreams are for rookies." Hercules said grunts in pain.**

**"This is not the time to be giving up! Giving up is for losers! Even without your strength; you can still take on that giant pig fucker! But if you won't stop that monster, Donald, everyone else, Goofy, and I will! Right?" Spidey explain and asked his friends.**

**The others expect for Spidey's friends were surprised by Spidey's encouragement. But Donald and Goofy looked afraid of the Cyclops and Spidey's friends gives him to fight him because you are the Ultimate Hero.**

**"Fine! Then I'll stop him myself!" Spidey said and getting out his launcher and bey out preparing to attack him and hid it behind his back hand on the grip.**

**Before he could go and fight the Cyclops, Hercules stopped him.**

**"Why don't you leave this to a professional?" Hercules said.**

**"All right but I'm determined to destroyed this monster but I think got something for Hercules. Eat this." Spidey said and got out a Senzu bean that Goku give him a supply of them in his pocket and toss it to him.**

**Hercules caught it in his hand and suddenly a bright light show up by Spidey and the man in his thirties, strongly build no fat at all, 5'10 in height, his hair pointing out at impossible angles and directions defaying gravity, wild and untamed as his spirit. Deep onyx black eyes, Orange Gi with a Japanese kanji 'turtle' broad across his back and a small one on his front and dark blue boots, dark blue wrist bands, dark blue belt and Spidey knew this man is Son Goku or Goku for short and a best friend of Spidey.**

**Hercules looks at Goku and he gestures to eat the bean and he ate it and the bean did it magic as his bruises disppeared and his built expanded for a second and then shrink Hercules feels lot better from that beating.**

**The Cyclops picked up Hercules, intending to bite his head off. But Spidey position himself and gripped his ripcord. "LET IT RIP!" Spidey yelled and launch the BeyBlade and it flew towards the Cyclops's one eye. It through it and shot out the other way behind his head. The monster clutched his eye and screamed in pain and the bey flew back down to the ground beside Spidey still spinning to the left.**

**Goku flew into the sky, screaming as his hands began to glow a light blue. Thrusting his hands forward, palms first, a spray of deadly blue beams onto the Cyclops backing him to the edge of the ledge and Wonder Woman used her golden lasso and give the other half to Superman and gripped the lasso and when the Cyclops lost his balance and tripped over the rope and fell off the ledge to his death.**

**The vibration of the monster's fall caused a big pillar to fall towards Hercules. Meg saw this and ran to his aide.**

**"Hercules! Look out!" Meg yelled and leapt and pushed him out of the way.**

**As she pushed him to safety, the pillar fell on Meg instead.**

**"Meg! Nooo!" Hercules yelled.**

**He grabbed the pillar and tried to lift it. As he did, a strange glow appeared around him, and he lifted the pillar up with ease.**

**"What just happened?" Goofy asked.**

**"Hades' deal is broken. He promised I wouldn't get hurt." Meg said the pillar crushing her body.**

**"Meg, why would you..." Hercules said in tears.**

**"People always do crazy things, when they're in love." Meg said slowly darkness took over her eyes.**

**"Excuse me for interrupting, but shouldn't we go save Olympus?" Donald said.**

**"Right, Dragoon come on out!" Spidey commanded his bey and Dragoon came out from the bey with a loud roar and Spidey jumped onto Dragoon's head with Pikachu on his left shoulder, Gomamon in his arms, Terriermon on his head and Guilmon, Renamon with him and they flew.**

**The ground began to shake beneath Goku. Rocks, concerte and debris rising around Goku's side.**

**"My name is Son Goku." He replied. The large chunks of earth were now rising out of the ground. The Saiyan suddenly glowed with a aura surrounded him and the power sending shockwaves across Thebes. In awe Diana watched as his eyes began shifting from a deep onyx to burning green. Hercules and Phil looked on in insterest. "And I...am a Super Saiyan!" With that Goku let out a mighty yell, his hair shooting straight up and turning yellow as a golden fire enveloped him. Then he flew as his aura exploded and flew with Spidey.**

**"Biymon digiolve to...Birdramon."**

**"Tentomon digiolve to...Kabuterimon."**

**"Patamon digiolve to...Angemon."**

**"Gatomon digiolve to...Angewomon."**

**The four digimon evolve into their big forms and anyone who can't fly gets on their backs and flew up with them.**

**Superman, Diana, J'onn, John, Shayera, and Zatanna flew and Sonic crossed his arms and seven Chaos Emeralds show up around Sonic and Sonic unleashed a mightly yell and his eyes went to red and his skin change to yellow and his hair shot up just like Goku and flew.**

**Zoe after changing back into her human form bringing her Digivice and she brought up her hand and a blue sphere of data erupted from her hand "Excute! Beast Spirt...Evolution!"**

**Bright blue data swirled around Zoe and in her place was "Zephyrmon." Zoe say and flew.**

**Optimus has on his trailer wing from Transformers: Dark of the Moon and grabbed Acree in his arms and flew.**

**Tony uses his jet boots and flew at sonic speed and Thor spinned his hammer and flew like thunder.**

**Hercules, Donald, and Goofy got onto Pegasus' back and flew off towards Olympus with the others. In Mount Olympus, the Gods were in chains and being taunted by Pain and Panic. Pete just stood watching. Zeus was being buried by fire, ice, and earth from the Titians.**

**"I swear Hades, when I get out of-" Zeus said before this happened.**

**Before he could finish, he was completely covered up like a cocoon.**

**"I'm giving the orders now, bolt boy. And I think I'm gonna like it here." Hades said happily.**

**He sat down on a black throne and began drinking from a wine glass.**

**"Don't get too comfortable Hades!" A voice yelled.**

**"That's right jackass!" A another voice yelled.**

**Hades spat out his drink, and he turned and saw the biggest thing he ever seen. He was staring at Spidey riding on a blue Dragon with silver claw fingers with a spinning top on Spidey's right shoulder who is his BeyBlade, Hercules on Pegasus with Donald and Goofy, four Digimon gone big and a woman Digimon, Optimus holding Acree on a silver jetpack with the wings extended out, a new fighter in a golden fire surrounding himself with his blonde hair up and eyes burned with green, Thor and Iron Man in the air, Superman, Wonder Woman, J'onn, John, Shayera, and Zatanna fly towards them. Spidey used his Star Saber to cut the chains and free the other Gods. The Fire Titian tried to pour hot lava on them, but Spidey commanded his Dragoon Phantom Hurricane and a torando surrouding the lava and poured and covered Hades and Pete instead. Then, the Ice Titian tried freezing them, but he was stop by Kabuterimon's Electric Shocker and missed, and froze Hades and Pete. Hercules jumped onto the mountian of solid earth, ice, and fire, and with the help of Superman, Thor, Wonder Woman freed his father Zeus, much to Hades' fury and Spidey jumped off Dragoon's head with the other Digimon.**

**Suddenly, the Torando Titian was about to attack when Spidey commanded Dragoon Galaxy Turbo Twister attack and the bey along with Dragoon glowed and a massive torando bigger than the Torando Titian and the bey spins really fast like a twister to pull in the Torando Titian, the Fire Titian, the Ice Titian, and the Rock Titian inside. Then Spidey commanded Dragoon give Hercules the torando to him. Dragoon roared and gives the torando to him as Hercules grabs the torando by the bottom. Then, with a mighty throw, Hercules threw the Titians far into space, Goku looks at the torando for a moment, and bent his knees, cupping his hands at his side.**

**"Ka...me..." a blue ball of light started glowing in the space between his palms, growing in intensity each time he finished a syllable. The golden aura again erupted around his body, shaking Mount Olympus' very foundation.**

**"ha...me..." The golden flame exploded around him, growing in size as well as the ball of light in his hands. Everyone even the Gods ran away from the power up Super Saiyan for cover.**

**3...2...1. "HAAAAAAAAA!" Goku bellowed, thrusting his cupped hands forward. The area aorund him caved in beneath the force of his blast. A giant ball of energy, thirty feet in diameter, rushed towards the Titians, completely enveloping the Titians in pale blue light and they exploded.**

**The gold fire faded, and the man's hair returned to its original haphazard design as Goku exhaled. The green in his eyes turned back to onyx black. Hercules was shocked by the strength that Goku has expect for Spidey as he walk to the center where Goku is and Dragoon returned into the bey and Spidey caught it in his hand and Hercules does the same with Spidey walking towards them.**

**"Way to go, Herc and Goku!" Spidey said but Herc said we couldn't done it without you two and they high five each other.**

**"Alright!" Donald yelled.**

**"Wa-hoo!"**

**"That's my boy!" Zeus yelled and the Gods nodded.**

**Even Spidey's friends cheered and smirked.**

**But Hades, Pain, Panic, and Pete flew off in Hades' carriage.**

**"Thanks a lot, Wonderboy! But I think you've forgotten something! A certain friend of yours who's dying to see me!" Hades yelled before flew down.**

**"MEG!" Hercules yelled.**

**Spidey runs towards the cliff and jumped off and Spidey puts his legs, arms to his side and opened them again with a cyber black with blue lights lines shining on them, this was Spidey's wing suit from Spider-Man 2099 suit as he went paragliding towards the place where Meg is.**

**The group quickly flew down to where Meg and Phil were. By the time they reached Meg's side, Spidey checked her pulse from her neck and paled as he looked at them and put his head down, they were too late. She was dead. Hercules cried and held her in his arms.**

**"I'm sorry, kid. There just some things you can't change." Phil said with a frown.**

**But Hercules stood up, with a determined expression on his face and wiped his tears from his face.**

**"Yes, you can." Hercules said.**

**Spidey nodded and smiled that is a determination of a hero.**

**Down below in the Underworld, Spidey, his gang, Donald, and Goofy accompanied Hercules to help him save Meg. Donald and Goofy were scared of the creepy place. Donald quacked nervously.**

**"I'm scared too, Donald." Goofy said agreeing with Donald.**

**Spidey just sees their fear faces. "Just hold my hands, and you'll be fine if you feeling scared." Spidey said held out his hands.**

**Donald took Spidey's right hand while Goofy took the left one. They followed Hercules into Hades' hideout. Pete had already left. Hades was surprised to see them. Hercules grabbed Hades by the collar.**

**"Where's Meg? Let her go!" Hercules demanded.**

**"Get a grip. Come on, I'll show ya." Hades said and Hercules released him and they head to the place.**

**He led the group towards a huge Styx where a whirlpool of souls swam around. Goofy and Donald were even more scared and gripped onto Spidey's hands, tightly. In the pool of souls was Meg's soul.**

**"There's Meg! But how do we get her out?" Goofy asked.**

**"You like making deals. Take me in Meg's place." Hercules said to Hades.**

**"Hmm. The son of my hated rival trapped forever in the river of death. That's not a bad idea. Ok, you get her out. She goes, you stay." Hades said.**

**"But Hercules..." Diana said.**

**"Just to let you know, you guys have been great friends to me." Hercules said in sorrow.**

**And Hercules dived into the Styx. Hades started laughing.**

**"What's so funny you son of a bitch?" Diana said mad.**

**"I forgot to tell him that he'll be dead before he can get to her." Hades said.**

**Spidey, Donald, and Goofy and his gang glared at Hades. Then Hades shot out fire from his hands, right at the trio, knocking them to the floor. Pain and Panic grabbed onto Donald and Goofy, holding them back while the others were knocked out while Hades grabbed Spidey by the neck.**

**"Let me go!" Spidey yelled.**

**"Oh yeah. Maleficent's gonna be real pleased to meet you, dude." Hades said evilly.**

**Spidey's eyes shot opened with his eyes pupils in a orange crosshair and slited eyes of a viper under his hat and Spidey rises up his head to Hades gaze.**

**"LET...THE...FUCK...ME...GO...YOU...SHITTING...LIT TLE...BASTARD!" Spidey yelled and puts his hands on Hades' wrist and break them Hades screamed in pain and Spidey jumped in the air and grabbed his neck and bringing him down to the ground with a meteroric crash thunderous, courtesy of the RKO.**

**"It doesn't matter what's on your mind! Take a hint jabroni, and eat a fucking mint. Your breath is like Stinkfly and Swampfire combinded," Spidey commented, pouring a bag of peppermints onto Hades' face. Spidey looks at Pain and Panic in angry eyes.**

**"YOU RELEASE THEM NOW!" Spidey said before stomping towards them and the heroes woke up and notice Spidey gone insane mode with a mad look in his eyes and Pain and Panic did they were told and before they make a run Spidey grabbed them and sqaushed them into golfs balls and Superman gets the idea and uses his strength and make two golfs tee and place them in the ground and Spidey set them onto the tees and pulls a pile driver golf club and give one to Superman and they position themselves with the golfs clubs and Spidey looks at Superman. "Ready Kent?" Spidey say and he nodded and they reared back their golfs clubs behind them. They said together "FORCE!" They yelled and hit Pain and Panic with their strength unleashing a loud sonic boom and the two demons went flying into space through the ground screaming and Spidey and Superman high-five each other.**

**Hades woke up and was angry not before a suddenly, a glowing light appeared behind them. It was Hercules, carrying Meg's soul in his arms. Not only that, he was glowing brightly.**

**"T-This is impossible! You can't be alive, you have to be..." Hades was lost of words.**

**"A God jackass!" Spidey and Diana said.**

**Because of Hercules' heroic sacrifire and heart, he was a God again, making him immortal. Hades was boiling mad.**

**"You imbeciles! It's not over yet!" Hades say not a big shadow over him.**

**"HULK SMASH!"**

**The voice threw off track and Hulk along with Hercules punched Hades down into the Styx. In the Styx, souls started grabbing him down into the depths before Spidey give him a 'you can't see me' taunt. That was the end of Hades.**

**Later, the group went back to where Phil, Pegasus, and Meg's lifeless body was. Hercules gently put Meg's soul into her body. In an instant, Meg was alive.**

**"Wonderboy, why did you..." Meg said.**

**"People will always do crazy things, when they're in love." Hercules said.**

**Just then, a big cloud appeared beneath Hercules and Meg, carrying them up to the sky. Spidey relaunched his bey and Dragoon give them a ride followed after them with Pegasus and Phil on him. The group was taken all the way to Mount Olympus, where the Gods cheered for Hercules.**

**"Hercules, we're so proud of you." Hera said hugs him.**

**"Fine work, my boy! You've done it! You're a true hero." Zeus said and puts his arm around him.**

**"You were willing to give your life to rescue this young woman." Hera said.**

**"For a true hero isn't measured by the size of his strength, but by the strength of his heart. Now at last my son, you can come home." Zeus said gestures to the gates.**

**The gates opened, revealing the Olympus palace. All the Gods cheered. But Meg sadly walked away. Hercules saw Meg was about to leave and Spidey sighed and webbed Hercules' butt and yanked towards Meg.**

**"Father, this is the moment I've always dreamed of. But...A life without Meg, even in the mortal life, it would be empty. I wish to stay on Earth with her. I finally know where I belong." Hercules said and takes Meg's hand.**

**Zeus and Hera were surprised, but they smiled. Hercules was changed into mortal again, as he kissed Meg. The Gods cheered, and so did Phil, Spidey, his gang expect for Batman and Renamon laughed. Pegasus neighed happily.**

**Just then, The Gummi ship appeared. Chip and Dale waved from the windows and the door opened on the side. Spidey grabbed his bey and place it in it's container.**

**"Thanks a lot, guys. You're the best." Hercules said to everyone in Spidey's gang.**

**"Thank you Spidey, and everyone else." Meg said.**

**"You kids are alright." Phil said.**

**"So Phil, are we true heroes yet?" Spidey smiled and tipped his hat.**

**"I think I can answer that." Zeus said.**

**Zeus instructed one of the Gods to rearrange the stars to form constellations of Hercules, Spidey, Donald, Goofy, Dragoon, Superman, Diana, Batman, Shayera, Zatanna, Sonic, Wally, Goku, J'onn, John, Guilmon, Terriermon, Renamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Zoe, Natalia, Hawkeye, Hulk, Thor, Giant Man, Black Parther, Krypto, Optimus Prime, Acree, and Pikachu, immortalizing them as true heroes.**

**As they left Mount Olympus, they went back to the coliseum where the beaker detected a keyhole. Superman pushed hard on the big pedestal to move it, since Jimmy and Tinkerbell says it's under the pedestal.**

**Sure enough, the keyhole was right there on the floor. Spidey's Star Saber glowed and the light shot out from the tip and into the keyhole, locking it.**


	7. Agrabah

**"Why are we in the middle of a desert?" Spidey asked his cowboy hat shielding his eyes.**

**"It said that this place here is called Agrabah." Goofy said looking around the desert.**

**"I don't see any Agrabah around here. You must be hallucinating. It's so hot out here." Donald said sweating from the heat.**

**"Look, there's an oasis!" Diana said pointing at the trees.**

**The massive trio ran into the oasis and found a small pound of water. They began to drinking out of the pound expect for the Autobots when they saw something fly down from the sky and land right next to them.**

**It looked like a flying carpet, carrying a man, and a monkey, and a strange looking tall blue man. They looked surprised to see Spidey, his friends, sister, adpoted mother, pal. The monkey, named Abu, hid by the man, whose name is Aladdin. The tall blue guy with them was actually a genie.**

**"Uh, hi." Spidey say and waved.**

**"Hi. Who are you?" Aladdin asked.**

**"I'm Spidey. This is Donald, Goofy, Superman, Diana, Batman, Shayera, Zatanna, Sonic, Wally, Goku, J'onn, John, Guilmon, Terriermon, Renamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Zoe, Natalia, Hawkeye, Hulk, Thor, Giant Man, Black Parther, Wasp, Optimus Prime, Acree, and Pikachu and this small guy is Krypto. Who are you?" Spidey said and asked.**

**"My name is-" Aladdin was about to said he was cut off.**

**"Please kid; leave the intros to a professional. I am the one and the only Genie of the lamp! Rub the lamp and have your dearest wishes granted." Genie said.**

**"Any wish?" Donald asked.**

**"Patience, my fine feathered friend. Any three wishes! A one wish, a two wish, a three wish. Then I make like a banana and split! Our lucky winner of the lamp is...Aladdin!" Genie said and gestures to Aladdin with a neon sign pointing at him.**

**"So, your name's Aladdin, eh?" Spidey laughs at Genie's intro and said.**

**"Yeah. And this is my monkey, Abu." Aladdin said and gestures to him.**

**Abu screeched a 'hello.'**

**"So what are you doing out here in the desert?" Goofy asked.**

**"We just got out of the Cave of Wonders. It's where I found that magic carpet..." Aladdin said before the carpet flew towards them.**

**The Magic Carpet flew around Spidey, Donald, and Goofy playfully.**

**"And the Genie. Whoever gets the lamp can have three wishes." Aladdin said and gestures to Genie.**

**"If I had one wish, I would wish for fame and fortune." Donald said.**

**"It's what you always wish for Donald. I would wish for a full scholarship for Max." Goofy said.**

**"What do you wish for Spidey?" Donald asked.**

**"I've always wished to see other worlds, and now it's coming true. What about you Genie, what would you wish for?" Spidey asked.**

**"Me? No one's ever asked me that before. Well I-oh, forget it." Genie said not wanting to tell them.**

**"Come on, tell us." Aladdin asked.**

**"Freedom." Genie say.**

**"You mean you're a prisoner in that golden lamp?" Spidey asked.**

**"It's all part of the whole genie gig.(grows bigger) PHEMOMENAL COSMIC POWERS(becomes smaller) itty bitty living space. But to be free, my master has to wish me out." Genie said.**

**"I'll do it, I'll set you free." Aladdin said.**

**"Uh-huh. Yeah right." Genie not believing him.**

**"No really, I promise. After I make my frist two wishes, I'll use my third to set you free." Aladdin said and held out his hand.**

**"Alright." Genie shakes hands with him.**

**"So what'll be your first wish Aladdin?" Spidey asked.**

**"Well...there's this girl." Aladdin said blushing.**

**"What girl?" Donald asked.**

**"Is she pretty?" Goofy asked.**

**"Beautiful! She's smart and fun, and she's got these eyes, and this hair, and her smile...whoa. But she's the princess. She can only marry a prince. Hey! Genie, can you make me into a prince?" Aladdin asked.**

**"Now is that an offical wish? Say the magic word." Genie said ready to make Aladdin into a prince.**

**"Genie, I wish for you to make me into a prince." Aladdin said.**

**"Alright! One prince coming right up." Genie said and he pointed his fingers at Aladdin and shots of lightning came at Aladdin, changing his streets clothes into a prince's outfit. Then Genie transformed Abu into an elephant. When Abu looked into his reflection, he panicked and nearly stomped onto Donald and Goofy who Spidey yanked them out from by his web lines.**

**"Watch where you're stepping!" Donald scowled.**

**"And now, a parade for your grand entrance into Agrabah to claim your princess!" Genie said.**

**"Can we come too? We were looking for Agrabah and got lost in the desert. Besides, I wanna be in the parade too as pretended bodyguard." Spidey said.**

**"Sure. Why not?" Aladdin said.**

**"But you can't go dressed like that."**

**Spidey's suit change into Altair, Ezio, and Connor's robes with his cowboy hat on his head and his backpack slunged on his body with his bullwhip on his holster and tomhawk on the holster and his bow and arrow on his body and a white cape with red underside and Spidey puts his cape over his katana and Ultmatrix and black boots.**

**Genie zapped his fingers at Spidey's friends. Everyone who is a girl wearing couple of lovely pink Arabian dresses and Acree changed into a supermodel woman with blue hair with a pink streak in it, electric blue eyes, while the boys were wearing Arabian servants' outfits and Optimus change into a human male with dark hair with blue eyes.**

**"Alright, let's go to Agrabah." Donald said and they head towards Agrabah.**

**Meanwhile, at the Sultan's palace, Jafar was in his chamber talking with Maleficent.**

**"And the keyhole?" Maleficent asked.**

**"The Heartless are searching for it now. I'm certain we'll find it soon enough." Jafar said.**

**A red parrot named Iago flew down and landed on Jafar's shoulder.**

**"Jafar! We've got company! There's a parade coming down he street to the palace." Iago said.**

**"So what?" Jafar smirked.**

**"There's a prince coming! He might be wanting to marry Jasmine." Iago said.**

**"I see." Jafar said and went to see this.**

**Outside, the village people watched the parade pass by, led by Genie. Aladdin, or Prince Ali, Spidey and his friends rode on Abu all the way to the palace and Bruce B. was in his human form after calming down.**

**When they entered the throne room, they greeted the Sultan, and Jafar and Iago, whom both were smashed by the open doors.**

**"Welcome Prince Ali Ababwa! I'm delighted to meet you. And this is my royal vizier, Jafar." The Sultan said.**

**"Ecstatic." Jafar said dryly.**

**"And these are my friends, Spidey, Donald, Goofy, Clark, Bruce W., Bruce B. Natalia, Acree, Diana, Shayera, John, J'onn, Zatanna, Thor, Optimus, T'Challa, Hank, Janet, Wally, Goku, Sonic and his pals and Kyrpto." Aladdin said.**

**At those names, Jafar recoginzed them, but he kept quiet not knowing that Spidey's spider sense and Clark's enchaned hearing and Bruce's training can sense him. Spidey, everyone bowed politely in a Ezio way to the Sultan. Iago was drooling over the girls' pretty faces and figures.**

**"Hubba! Hubba!" Iago said quietly amazed by the girls.**

**"Stop drooling like an idiot." Jafar said and snaps Iago's beak shut.**

**"Your Majesty, I have come to ask for the hand of Princess Jasmine." Aladdin asked.**

**"Splendid! Absolutely splendid!" The Sultan said happliy.**

**"Sire, I must intercede on Jasmine's behalf. This boy is no different than the others. What makes you think he's worthy of the princess?" Jafar asked.**

**"Your Majesty, I am Prince Ali Ababwa. Just let her meet me. I will win your daughter." Aladdin said.**

**At that time, a black haired ponytail long to the waist with tan skin, brown eyes Jasmine had entered the room.**

**"How dare you! All of you! Standing around deciding my future? I am not a prize to be won!" Jasmine scowled before leaving the room.**

**"Crap man. You just got shot down." Spidey said in an Southern accent.**

**"Oh dear." Sultan said sadly.**

**"Your Majesty, lets us talk to Princess Jasmine. I'm sure we can help sort things out with her." Spidey said.**

**"That's very kind of you, sir. But I must warn you, she's very stubborn." Sultan warned.**

**"That's ok, we can handle it." Spidey say and tipped his hat at him.**

**When everyone left the room, Jafar and Iago were alone.**

**"If only I had gotten that lamp!" Jafar yelled quietly.**

**"Yeah, to think we gotta keep kissing up to that chump and his chump daughter for the rest of our lives..." Iago said.**

**"No, Iago. Only until she finds a chump hushand. Then she'll have us banished, or beheaded." Iago said.**

**"Ewww." Jafar and Iago said.**

**"Hey, I got it! What if you marry the princess and become sultan. And then, you can use the Heartless to take over Agrabah and get rid of the old man and his little bart." Iago suggested.**

**"Yes. Brilliant. I like the way your little brain thinks." Jafar said.**

**That night, Spidey and his friends walked into Jasmine's bedroom. He found the princess sitting on a sofa, upset. Beside her was her pet tiger, Rajah.**

**"Hello? Princess Jasmine?" Spidey said knocking on the wall.**

**Jasmine looked up and saw Spidey and his friends. Rajah growled at them, but Krypto growled deeper scaring him and Jasmine held him back and Spidey tell him sit and Kyrpto sit on his butt.**

**"Who are you?" Jasmine asked.**

**"I'm Spidey, and my friends. You may have seen us in the throne room earlier." Spidey said.**

**"Oh. So you're with Prince Ali what's his name." Jasmine said.**

**"It's Ali Ababwa, I think." Goofy said.**

**"Can we come in?" Donald asked.**

**"Of course not." Jasmine said.**

**Spidey sits next to Jasmine. "So Jasmine, why don't you wanna get married?" Spidey asked.**

**"I'm being forced to marry by my father. The law says I must be married to a prince. But I wanna marry for love." Jasmine said.**

**"I see eh? Well, we've just met Prince Ali and he's really not that bad once you get to know him." Spidey said.**

**Then they heard a man's voice coming from the balcony.**

**"Princess Jasmine? It's me, Prince Ali." Aladdin said.**

**Rajah snarled at Aladdin, trying to force him to go away. Aladdin took off his hat, trying to shoo the tiger away. When Aladdin took off his hat, Jasmine seemed to recognize him.**

**"Wait. Do I know you?" Jasmine asked and holds Rajah back.**

**"Uh, no." Aladdin said sweating of guilt.**

**"You remind me of someone I met in the marketplace." Jasmine said eyeing him.**

**"The marketplace? I uh, I don't think we've meet in the marketplace." Aladdin say trying to throwing her off track.**

**Jasmine and Rajah glanced at each other while Spidey and his friends and Pikachu jumped onto Spidey's shoulder and Goofy came onto the balcony.**

**"Could you excuse us for moment, please? The marketplace?" Donald asked and grabs him by the arm and whispers to him.**

**"Long story; I met her in the market place and took her back to my home until the guards founds us and she revealed herself as a princess and tried have them release me, but they locked me up instead. That's when I met this creepy old man who told me about the Cave of Wonders." Aladdin said.**

**"Aladdin, if you wanna marry her, you need to be yourself, your true self man. She doesn't wanna marry some self-absorbed and selfish prince, not that I'm calling you that mate." Spidey said.**

**The Magic Carpet flew up to them, surprising Jasmine.**

**"What is it?" Jasmine asked looking at the carpet.**

**"It's a magic carpet." Aladdin said gestures to the carpet.**

**The Magic Carpet kissed Jasmine's hand.**

**"It's lovely." Jasmine said looking at the Magic Carpet.**

**"You don't wanna go for a ride, do you? We could get out of the palace, see the world." Aladdin said the Magic Carpet flew towards him and he got on it.**

**"It is safe?" Jasmine asked.**

**"Sure, do you trust me?" Aladdin say kindly.**

**Jasmine looked up at the man. She knew she heard those words before.**

**"What?" Jasmine asked confused.**

**"Do you trust me?" Aladdin asked holds out his hand to her.**

**"Yes." Jasmine said.**

**She took his hand and he lifted her onto the carpet, and they both flew off into the night sky. Spidey and his gang, and Rajah watched them leave.**

**A few hours later, Aladdin and Jasmine came back on the balcony.**

**"Goodnight, my sweet prince." Jasmine said happy.**

**"Sleep well, princess." Aladdin said happy.**

**They continued to gaze into each other's eyes until the Magic Carpet moved Aladdin up closer to Jasmine, where their lips met. The two shared the kiss fo a moment until their lips parted and Jasmine walked back into her room.**

**Spidey, his friends, Donald, and Goofy were in the palace, waiting for Aladdin to tell them all about it. But he didn't show up.**

**"What's taking him so long?" Donald asked annoyed.**

**"Gwash, it's not like Aladdin to keep us waiting." Goofy said.**

**"Thanks. Oh, what am I saying mates! Are you alright man?" Spidey asked Aladdin and they saw Aladdin and Genie come flying into the garden.**

**"What took you so long?" Donald asked conerned.**

**"Jafar ordered the guards to have me killed. They tossed me into the ocean and I nearly drowned." Aladdin said.**

**"I nearly had a heart attack when I saw him like in the water like that. Anyway, he just used his second wish on saving his life." Genie tells them.**

**"What do you say we go have a little chat with Jafar!" Donald said and they smiled evilly at that and cracks their knuckles.**

**Inside the palace, Jasmine was brushing her hair when her father came in. He was acting strange: Why because look at his freakin' eyes in a hypo state of some kind.**

**"Father, I had the most wonderful night." Jasmine said dreaming.**

**That's when he decided to drop the bombshell on her. "Jasmine, I want you to marry Jafar." The Sultan told her.**

**The other part of the door opened and there stood Jafar with his cobra staff.**

**"What? Father, I choose Prince Ali!" Jasmine demanded.**

**"Prince Ali left!" Jafar told her lying.**

**"Better check your crystal ball again, Jafar!" A voice heard.**

**"That's right jackass you been duck and fuck shithead!" The voice say.**

**They turn to the doorway and saw Aladdin, Spidey, his gang, Donald, and Goofy beside him and behind him.**

**"Prince Ali!" Jasmine was relief and happy that Aladdin was here.**

**Jafar and Iago were surprised. Spidey could see that Jafar was using his staff to hypotize the Sultan. Quick draw his whip and flicked it at the staff and wrapping around tightly and Spidey yank the whip back and smashed it onto the wall and put back his whip.**

**"Your Majesty, Jafar tried to have him killed! And he's been using this staff to hypnotize you!" Clark said pointing at the staff.**

**"What?! Jafar, you traitor! Guards, seize him!" Sultan commanded.**

**Two guards appeared and grabbed Jafar. But a dark corridor appeared and Jafar pushed the guards aside and ran through the corridor, with Iago flying behind him.**

**"Ali, are you alright?" Jasmine asked rushing to his side.**

**"I'm fine." Aladdin said with a smile.**

**Seeing Jasmine and Prince Ali together, the Sultan smiled.**

**"Can it be? My daughter has finally chosen a husband? Why, this is marvelous. My boy, you will marry my daughter and become sultan of Agrabah." The Sultan said.**

**Hearing this, Aladdin felt uneasy.**

**The next day, there was a big celebration going on. Everyone gathered at the palace to see the engagement of Prince Ali and Princess Jasmine. Aladdin, however, was unhappy. Genie tried to cheer him up.**

**"Come on, Al. Why the long face?" Genie asked in conerned.**

**"They wanna make me sultan, or Prince Ali sultan. Without you, I'm Aladdin." Aladdin say sadly.**

**"But Al, you've won." Genie said.**

**"But what if they find out I'm not really a prince? What if Jasmine finds out? I'd lose her. Genie, I can't keep this up on my own. I can't wish you free." Aladdin said with a frown.**

**"Fine, I understand. After all, you've lied to everyone else. Hey, I was beginning to feel left out. Now, if you'll excuse me 'master'." Genie said hurt and goes into the lamp.**

**"But Genie-" Aladdin called out regertting for being so angry at him but was cut off.**

**Genie stuck his tongue out at him, through the lamp.**

**"Fine! Be that way!" Aladdin said angrily.**

**And Aladdin stormed out of the room. What he didn't know was that after he left, Iago appeared. He found the lamp and took it. Then he went back to Jafar's chamber and presented the lamp to him.**

**"It's mine! The lamp is finally mine! Well done, Iago!" Jafar said evilly happy.**

**Jafar rubbed the lamp and Genie came out. He was surprised to see it was Jafar.**

**"Whoa! I don't think your Al. Tonight the part of Al will be played by a dark and sinister ugly man." Genie transformed into a actor reading a movie script.**

**"I am your master now!" Jafar yelled and stands on Genie with his foot to the floor.**

**"I was afraid of that." Genie said.**

**"Genie, grant me my first wish. I wish to rule on high as "Sultan!" Jafar said and Genie sighed and made it happened.**

**Outside, the crowd was cheering and clapping when Prince Ali stepped nervously onto the balcony. Suddenly, the sky grew dark and clouds circled the palace. Heartless appeared, chasing the crowd away. Jafar appeared in the midst of the choas. He used his magic to steal the Sultan's clothes.**

**"Jafar, you vile betrayer!" Sultan yelled.**

**"That's Sultan Vile Betrayer to you!" Iago said.**

**"Oh yeah? We'll just see about that!" Aladdin smirked.**

**He took off his hat to use the lamp, but realized it was gone.**

**"Finders keepers!" Jafar said smirking.**

**He pointed to the sky. And there was Genie, as big as a giant. He picked up the village and the palace with his big hands.**

**"What is he doing?!" Goofy said in shock.**

**Aladdin got onto his carpet and flew towards Genie.**

**"Genie! No!" Aladdin yelled.**

**"Sorry kid. I've got a new master now." Genie said sadly.**

**He placed Agrabah on the top of a cliff.**

**"Jafar! I order you to stop-" Sultan said angrily only to get cut off by Jafar.**

**"Ah, but there's a new order now. My order. Finally, you will bow to me!" Jafar said with a evil smirk.**

**"We will never bow to you!" Jasmine yelled angrily.**

**"If you won't bow before a sultan, then you will cower before a sorcerer! Genie, my second wish! I wish to be most powerful sorcerer in the world!" Jafar commanded.**

**Genie blasted his finger at Jafar, giving him supreme power. Then he zapped Jasmine and the Sultan with his staff, forcing them to bow before him. Rajah raced toward Jafar, but the evil sorcerer zapped him, changing the tiger into a kitten.**

**"Oh, Princess! There's someone I'm dying to introduce you to!" Jafar said and grabbed Jasmine by a magic beam.**

**"Jafar! Get your hands off her!" Aladdin yelled and flew towards him.**

**Jafar zapped the Magic Carpet, changing it into a pile of yarn. Aladdin came tumbling down to the ground. Then he zapped Abu, changing him into a toy monkey.**

**"Let me introduce you to Prince Ali, or should we say Aladdin?" Jafar said evilly.**

**He zapped at Aladdin's clothes changing them into his street clothes. Jasmine was shocked.**

**"Ali?" Jasmine said in shocked.**

**"Jasmine, I tried to tell you..." Aladdin said was cut off by Jafar.**

**"Enough talk! It's time for you to take a trip to the realm of Darkness!" Jafar said.**

**A dark corrider appeared and Aladdin was pushed inside the corridor. But Spidey and his gang managed to jumped into the corridor just as it vanished. Jafar cackled with victory as he towered over Jasmine and the Sultan.**

**Inside the realm of Darkness, Spidey and his gang got back into their clothes, got out of their form and into their Autobots form searched frantically for Aladdin.**

**"Yo Aladdin!" Spidey yelled.**

**"Where are you?!" Goofy yelled.**

**"There he is!" Donald yelled and pointed.**

**They found him lying on the ground, with the Heartless closing in on him.**

**Spidey's Ultimatrix show up and Spidey press the buttons on the watch causing the dial popped up and he scroll through the menu and Spidey found it and slammed his right palm on the Ultimatrix faceplate as bright green light overwhelmed the area. The Ulti-wave instantly envolped him as the dial contacted, cycling up the Ultimatrix, which instantly began to remake him; his entire genome shifted, causing his skeleton to morph, become lighter, sleeker. His legs lengthed, shrinking and yet condensing, his leg muscles turing denser, as his feet contracted into tiny claws, each gripping a small black sphere. His arms shortened, slimming down as his hands melded into pincer-like, razor-sharp black claws. His nose shrunk down to nearly nothing, his eyes turning a bright green with black lines over his eyes and black lips, as his skull extended backwards into a sleek, bony fin and a visor with blue glass snapped down over his face.**

**As the Ulti-wave faded away, Spidey was gone, replaced by a fairly tall, sleek, ultra-light lizard-like creature, with blue scales instead of skin, and clad in a thin black pants that go to his knees and a black thin shirt with a white stripe going down the center, with the control-dial embedded on the chest, his face framed by a high-tech face-helmet, and a long, lizard like tail with blue and black stripes on it. "XRL8!"**

**His change complete, XLR8's sphere in his feet spun at blistering speed, accelerating him at a rate that would leave a NASCAR offical breathless; XRL8 darted at him a literal blue-black blur with a trail behind him and quickly defeated the Heartless in a tornado vortex with his claws ripping through them before they could get to Aladdin.**

**Spidey's friend showed up by Aladdin's side and XRL8 stop and darted to his side also.**

**"Aladdin, are you alright?" Donald asked in conerened.**

**"It's all my fault. I should've freed the Genie when I had the chance. I'm sorry, guys. I made a mess of everything." Aladdin said.**

**XRL8 retracted his visor, his expression sympathetic. "Aladdin, we know you're upset about breaking your promise to Genie and how everything's happened. But you can still set things right. And we'll be right there to help you do it." He said, his voice a viperish hiss.**

**"But we gotta get back to Agrabah and stop Jafar and save our friends!" Goofy said worried.**

**At those words, a bright light appeared before them. The light vanquished the Heartless. In the light's place was another corridor, glowing with light.**

**"Where did that come from?" Donald asked in shock.**

**"I don't know, but let's go!" Goofy said in determination.**

**They all jumped through the glowing corridor and back to Agrabah.**

**The group managed to sneak into the palace, without being seen. When they came to the throne room, they could see that Jafar was sitting on a throne shaped like a snake, Genie floating sadly beside him, the Sultan was a puppet being tortured by Iago, and Jasmine was in chains and treated like a servant.**

**"We have to get the lamp!" Aladdin said quietly.**

**"But how?" Donald asked quietly.**

**A couple of bandit Heartless lunged on the group, but Superman's super hearing caught them and fight them. Suddenly, they both lost their balance and fell to the floor, startling everyone in the throne room. Jafar was furious.**

**"YOU! How many times do I have to kill you!" Jafar said angrily.**

**When Jafar was distracted, Jasmine grabbed Jafar's staff and tried to take it from him, but he pushed her aside and zapped her into a giant hourglass. Sand started pouring down on her.**

**XLR8, Superman, Pikachu, Sonic, Guilmon, Terriermon, Diana, Batman, Zatanna, Optimus, Acree, Renamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Zoe, Natalia, Hawkeye, Hulk, Thor, Giant Man, Black Parther, Iron Man, Wasp, Krypto, Shayera, John, J'onn, Goku, Wally, Donald, and Goofy were surrounded by more bandit Heartless. But Aladdin grabbed a sword and he helped them fight off the Heartless as Jafar towered over them but the height of Optimus, Acree, Giant Man, and Hulk towered over him and Jafar looked up at them.**

**"Are you afraid to fight for yourself, you cowardly snake?!" Aladdin yelled.**

**"A snake am I? Perhaps you'd like to see how ssssnake-like I can be!" Jafar said with a hiss in the s.**

**At those words, Jafar transformed himself into a giant cobra.**

**"I wish you haven't said those words Aladdin!" Donald said angrily under his breath.**

**"J'onn." XLR8 said and he nodded and showed his own cobra form as he shift-shaped into a bigger green skinned with red eyes rattlesnake/king cobra showing his hood and shaking his rattle and hissing like a snake, 40 feet long, 10 feet in diameter, baring his fangs.**

**"Now's who is the bigger snake." Batman said smirking.**

**Jafar tried to bite at them a couple of times, but Aladdin or Thor would strike him across the face with the sword and hammer. Donald and Zatanna would use their staff and wand to zap Jafar in the face, or Goofy would use his shield to block Jafar's bites while Superman, Batman, J'onn, and XLR8 would use their powers, weapons and J'onn bites him hard on the skin pouring vemon into his veins. When Aladdin tried to break the hourglass holding Jasmine, Jafar knocked him away. He wrapped everyone around his coils, cackling. Spidey and his gang were waiting for the right time.**

**"You little fools! You thought you could defeat the most powerful being in Agrabah! Without the Genie, you're nothing!" Jafar laughing.**

**Hearing those words gave Aladdin an idea.**

**"The Genie has more power than you'll ever have! He gave you your power, and he can take it away!" Aladdin said lying.**

**"Aladdin, what are you two saying?" Donald say and Aladdin winked.**

**'The old liar reveser nice move Aladdin.' XLR8 thoughts smiling under his visor.**

**"Face it, Jafar! You're still just second best!" Aladdin smirking.**

**"You're right. His power does exceed my own. But not for long." Jafar said taking Aladdin's advice not knowing he walking right into a trap.**

**Jafar descended towards Genie, circling him.**

**"Al's just crazy. They're a little punch-drunk. One too many hits with a snake." Genie saying acting like a cuckoo bird clock.**

**"Slave, I make my third wish. I wish to be an all-powerful genie!" Jafar demanded.**

**Genie reluctantly zapped at the snake, transforming into a big red genie and releasing Spidey and his gang and Aladdin.**

**"YES! THE POWER! THE UNIVERSE IS MINE TO CONTROL!" Jafar said in a loud deep booming voice.**

**"Not so fast, bitch! Aren't you forgetting something?!" XLR8 said smirking and removed visor.**

**"Huh?" Jafar asked confused.**

**"You wanna be a genie, you got it! And everything that goes with it!" Aladdin said smirking.**

**"Just look on your wrists." Thor said and pointed with his hammer.**

**Cufflinks appeared on Jafar's wrists and he got sucked into his black lamp.**

**"NOOO!" Jafar yelled.**

**Iago tried to fly away, Jafar dragged him.**

**"Phenomenal cosmic powers..." Aladdin starts the sentence.**

**Jafar and Iago get sucked into the black lamp.**

**"Itty-bitty living space." Wasp said finishing the sentence.**

**With Jafar trapped, everyone changed back to normal. Abu was changed back into a monkey, Rajah grew into a big tiger again, the Magic Carpet was no longer a pile of yarn, and the Sultan became sultan again. And Agrabah was restored as it was before.**

**Then Genie took the black lamp that held Jafar and Iago and before he threw it Superman stopped him.**

**"Allow Spidey to do it." Superman asked.**

**"How?" Jasmine asked.**

**XLR8 jumped off the balacony and slapping the Ultimatrix symbol on his chest.**

**A green light again engufled Spidey.**

**When it cleared Genie, Aladdin, Goofy, Donald, Jasmine, Sultan, Jimmy Crinket and Tinkerbell who were out of Spidey's hair before was on Pikachu head looked in shock as a shadow engulfed the city.**

**Aladdin stuttered "W-What is that?" as he looked up in awe.**

**"Meet one of Spidey's most strongest form in his watch the strange being is a To'kustar or should we say..." Zatanna said smiling and tipped her top hat.**

**"WAYBIG!" his voice boomed through the air and over the sands, everyone in the city could see this creature was a bipedal being that stood at a towering one thousand feet. It had a giant fin that was red on top and black on the bottom on his head. Its forearms, shoulder, feet and the increadibly muscled chest around familiar black background with the green hourglass dial were all colored red while the rest of its body was white. Long sharp fins that were colored too protrutded out of elbows.**

**It eyes, that were a familiar shade of green, kneeled down to their eye sight and held out his hand to Genie and Genie was shocked that someone that little turn so big in a second and give him the lamp and Way Big rise back up and reared back the lamp like a baseball.**

**"BATTER UP!" Way Big said and threw the lamp far away way far into the desert. Aladdin turned to Jasmine.**

**Way Big reverted to normal and landed on the balacony with his gang and his cowboy hat changed into the Indinana Jones brown ferdoa hat again and going to wear it through out the other worlds.**

**"Jasmine, I'm sorry I lied to you about being a prince." Aladdin said sadly.**

**"I know why you did." Jasmine said.**

**"Hey Al, you still got one wish left. Just say the word and you're a prince again." Genie said Aladdin not listening to him yet.**

**"Jasmine, I do love you but...I gotta stop pretending to be something I'm not." Aladdin said admitting.**

**"I understand." Jasmine said with a smile.**

**Turning to Genie, Aladdin looks at him. "Genie, I wish for your freedom." Aladdin said with a smile.**

**"One bona fide prince coming right up-WHAT?" Genie said before yelled in confusion.**

**"Genie, you're free." Aladdin said and pointed at his wrists.**

**The lamp rose from Aladdin's hands and blue smoke came out of the lamp and surrounded Genie. The cufflinks on his wrists came off and he grew two legs.**

**"I-I'm free. Quick, wish for something outragoues! Wish for the Nile!" Genie said happy to be freed.**

**"Uh, I wish for the Nile." Donald said.**

**"Ha! No way!" Genie said and started bouncing off the walls.**

**"Oh, it feels so good! I'm free at last! I'm off to see the world-"**

**He stopped and looked at Aladdin, Spidey, Superman, Pikachu, Sonic, Guilmon, Terriermon, Diana, Batman, Zatanna, Optimus, Acree, Renamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Zoe, Natalia, Hawkeye, Hulk, Thor, Giant Man, Black Parther, Iron Man, Wasp, Krypto, Shayera, John, J'onn, Goku, Wally, Donald, Goofy, and Krypto.**

**"Genie, I-I'm gonna miss you." Aladdin said sadly.**

**"So are we man." Spidey said for everyone.**

**Genie hugged Aladdin while he cried. The Sultan came over to Aladdin, Spidey, Superman, Pikachu, Sonic, Guilmon, Terriermon, Diana, Batman, Zatanna, Optimus, Acree, Renamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Zoe, Natalia, Hawkeye, Hulk, Thor, Giant Man, Black Parther, Iron Man, Wasp, Krypto, Shayera, John, J'onn, Goku, Wally, Donald, Goofy, and Krypto.**

**"You all cretainly proved your worth as far as I'm concerned. I thank you for helping to save my kingdom. But it's that law that's the problem." The Sultan said.**

**"Father?" Jasmine asked not believeing her father is saying.**

**"Well, am I Sultan, or not am I Sultan? From this day forth, the princess shall marry whoever she deems worthy." Sultan saying.**

**"Him! I choose you, Aladdin." Jasmine smiles and runs into him and hugs him.**

**As they both leaned in for a kiss, Genie interrupted by grabbing them and everyone in for a group hug.**

**"All of you! Come over here! Big group hug!" Genie said.**

**Then he let everyone go. Suddenly, the lamp started to glow and a keyhole appeared. Spidey unsteathed his Star Saber sword and aimed it at the keyhole as a blue matrix energy shone from the tip of the katana. The light went through the keyhole, locking it.**

**"Well, it's time for us to be on our way." Goofy said.**

**"Spidey, thank you for helping me understand to be myself instead of someone else." Aladdin said with a smile.**

**"You're all good friends." Jasmine said.**

**"Your welcome back anytime." Sultan said.**

**"Thanks man and besides our paths may crossed again someday again until then later." Spidey took off his hat and waved it and put it on again and everyone expect for him, Donald, Superman, Goofy and Pikachu teleported back onto the Gummi ship in the sky.**

**"Aw, shucks." Donald said before teleported onto the ship.**

**"It was nothing." Goofy said and went with Donald to the ship.**

**"Let's ride." Spidey said and he, Superman, and Pikachu who was on Spidey's shoulder teleported onto the ship and the ship flew out of sight.**


	8. Pridelands

**After leaving Agrabah, Spidey and Pikachu gazed out the window quietly. He remembered that strange glowing corridor of light that helped him and his gang and Aladdin escape the realm of Darkness.**

**"Hey guys, did you by any chance send a corridor to help us and Aladdin get back to Agrabah?" Spidey asked.**

**"I don't create corridors. So I didn't sent one." Donald said.**

**"I didn't create one of the corridors. Must be a powerful sorcerer did that." Zatanna shrugged.**

**"Maybe someone else sent it. Someone who has the power of light, because this corridor had light." Batman said.**

**Suddenly the Gummi ship sputtered.**

**"Chip! Dale! Did you remember to check on the Gummi ship before we left Disney Castle?" Jiminy asked.**

**"We checked it before we left the castle. But it's never done anything like this before." Chip said.**

**"Hey look! We're landing again!" Dale said.**

**"To where exactly?" Shayera asked.**

**"It says here on the navigation screen that Heartless are invading another part of the world. It's called the Pridelands." Goofy said as he looking on the screen.**

**"Why do they call it the Pridelands...Wait a minute." Spidey said. 'The Lion King play and movie.' Spidey thoughts.**

**"It says here that it's a world that resembles Africa. Only animals live around here. So that means you'll have to let Donald and your friend Zatanna transform you into animals to blend in." Jiminy said.**

**"No sweat man but I'm not going into a animal let one of my aliens to do that." Spidey said and the nanobots revealed the Ultimatrix and press the buttons and revealed a little monkey with four arms and a tail and Spidey smiled and slammed his hand on the dial and a bright emerald light emerged.**

**A powerful surge of energy transforms Spidey's body and DNA in mere nanoseconds. His size decrease to over five feet tall. His arms split in two to form four. His bones and muscles become stronger while still lightweight. Spidey's skull becomes more ape like while a couple pair of octagon shaped eyes take shape. Blue fur covers his entire body while a long skinny tail grows from his tail bone.**

**After the light died down, everyone deshielded their eyes from the glow and looked in Spidey's place was a blue, four-armed monkey-like creature with four beadly black with emerald circles eyes, skinny tail.**

**"SPIDERMONKEY!" Spidermonkey said in a high-pitched voice and leapting up and down like a kid who got his bike for his birthday.**

**A little later,**

**Superman, Diana, Batman, Zatanna, Optimus, Acree, Zoe, Natalia, Hawkeye, Hulk, Thor, Giant Man, Black Parther, Iron Man, Wasp, Shayera, John, J'onn, Goku, Wally, Donald, and Goofy were transformed into animals. Goofy was a tortoise, Donald was a bird, Diana was a American bald eagle with the silver bands on her clawed feets, Superman is a tiger, Wally is a cheeth, Batman was a vampire bat expect he can see in the day time and night time, Shayera was a falcon hawk with her wings were gray and feathers were gray, John was a dingo with his green ring changed into a green band, Zatanna was a black mamaba snake, Natalia was a black widow spider, T'Challa was a black parther, Hulk is a green tree viper snake with some of speed add to him, Thor was a frog, Goku was a monkey like Spidey expect for his fur was black, Hawkeye was a chicken hawk, J'onn however didn't need it to changed into a animal because he in his king cobra/easten diamondback rattle snake form expect his size gone small most of little snakes and skin to the king cobra color, Wasp was a red wasper, Giant man was a ant, Tony was a dragon fly, Optimus and Acree were lepoards with the furs were yellow and black dotted, Zoe was a butterfly the wings were pink. The others were fine and Spidermonkey has Black Widow on his shoulder.**

**"Wow! Check your mates out. This place looks kind of creepy. Where are we?" Spidermonkey asked and looks at their surroundings.**

**Suddenly they heard laughter. They turned and saw three hyenas, coming towards them. Pretty soon, they were surrounded by a pack of hyenas.**

**"Uh, don't minds us. Just passing through. We won't be any trouble." Donald said nervous.**

**"Don't be silly. We'd loved you stick around for lunch." The hyena known as Shezni said.**

**"Um, we didn't bring anything to eat." Diana said.**

**"That's not gonna be a problem." The second hyena known as Banzi said and licked her teeth.**

**"Gwash Spidey, I think we're the lunch!" Goofy yelled afraid.**

**"Everyone, RUN!" Spidermonkey and Sonic yelled.**

**Donald squawked in panic and he and Goofy took off in a flash. Everyone did the same expect for Gomoamon, Spidermonkey jumped back and grabbed him in one of his arms and run away from them but tripped and fell.**

**"Going somewhere?" Banzi asked evilly.**

**Spidey's gang were cornered by a group of hyenas to a wall expect only to bite by Supertiger and J'onn king cobra rattler, while Shenzi, Banzi, and a crazy hyena known as Ed backed Spidey up to a wall while Spidey is ready to defend himself and the others.**

**Before the hyenas could pounce on them, a loud roar echoed throughout the gorge. A lioness, who looked a bit bigger than Spidermonkey when Spidermonkey stands up he is taller then her, leaped up and attacked the hyeans. She bit and scratched each and every one of them until they ran off.**

**When the hyeans were gone, two living bone Heartless appeared and both attempted to attack the lioness. Spidey commanded Pikachu Volt Tackle and Pikachu ran at them turning into a blur of yellow energy and smashed into them in the blink of an eye, both Heartless was destroyed from Pikachu's Volt Tackle.**

**"Thank you. You really saved me." The lioness said.**

**"We're just glad you're ok." Goofy said.**

**"Did you see any Heartless around here?" Spidermonkey asked.**

**"Heartless? Is that what they're called? I'm not sure if they're any others. I don't usually hunt outside the Pridelands." The lioness said.**

**"Well, do you know a girl named MJ, or this big bully of a pig named Pete?" Spidermonkey asked putting Gomoamon on his back Black Widow spinning webs on him to stick onto his back.**

**The lioness shook her head.**

**"Where's your home? Where do you live?" Zatanna asked.**

**"I live at Pride Rock with the rest of the pride. But you shouldn't go there, it's dangerous. Scar and the hyeans have made things unbearable for everyone. There's no food or water left. They've driven off the prey. We're about to strave." The lioness said.**

**"No wonder the Gummi ship brought us here. Hey, we can handle it. You just saw me commanded my pal right here those Heartless, right?" Spidermonkey said.**

**"I guess you're right. Maybe you can help us." The lioness said in hope of them.**

**"You mean take on this Scar guy and all those hyeans?" Goofy said.**

**"Who is this Scar?" Donald asked.**

**"Scar is the youngest brother of our last king, Mufasa. But when Mufasa died, Scar took over and he let the hyeans take over the Pridelands." The lioness said.**

**"But we should go to Pride Rock and take a look. I forgot, what's your name?" Spidermonkey asked.**

**"My name's Nala. What's yours?" Nala asked.**

**"My name's Spidermonkey. And my friend's Superman, Pikachu, Sonic, Guilmon, Terriermon, Diana, Batman, Zatanna, Optimus, Acree, Renamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Zoe, Natalia, Hawkeye, Hulk, Thor, Giant Man, Black Parther, Iron Man, Wasp, Krypto, Shayera, John, J'onn, Goku, Wally, Donald, and Goofy." Spidey said.**

**As the group went to Pride Rock, they could see that the land was dry and animal bones were everywhere. When they reached Pride Rock, the other lionesses looked at the group, strangely. Just then, the hyeans came and surrounded them only to get greeted by three vemonous snakes as J'onn stands up on his body and shows his hood hissing like a snake and shaking his rattle, Zatanna hisses and readys to strike at them and the four big cats growled, the digimon group ready to defend them.**

**"Hey, look who decided to show up for dinner!" Banzai yelled.**

**At that moment, a roar sounded from the top of Pride Rock. There stood Scar. Beside him was Pete, who was a dark gray lion with a brown maine.**

**Scar leaped down from the rocks and to the ground. When Pete tried to jump down after him, he tripped and fell, rather clumsily.**

**"What are you doing here fucker pig?!" Spidermonkey scowled.**

**"Aww, the cute monkey's worried about me. If I were you, I'd be more worried about your friends!" Pete yelled only to get webbed by Spidermonkey in the mouth.**

**Spidey turned and saw that his friends were surrounded by hyenas but Guilmon and Renamon block them along with Sonic, Supertiger, Black Parther, Flash cheeteh, Autobots lepoards, the snakes ready to strike.**

**"Spidey! We're surrounded!" Goofy yelled need of help.**

**"Go on, ladies - you've got something hunting to do." Scar said.**

**"The herds have moved on, Scar. We can't hunt in a land with no prey." Nala said.**

**"No prey? Than what do you call this?" Scar said eyeing Spidey.**

**"We're not prey you little cat bitch!" Spidey yelled.**

**"Oh. Nice and fresh, too." Scar said evilly.**

**Before Scar could pounce on Spidermonkey, Nala jumped on top of him, pinning him down.**

**"Run!" Nala said.**

**Sonic ran at sonic speed and everyone else ran as fast as they could. Nala came right beside them.**

**"Follow me!" Nala yelled.**

**They ran out of the Pridelands until they stopped to rest their legs.**

**"I'm sorry I got you involved in this." Nala said.**

**"It's not your fault. Spidey wouldn't be good King if he took down Scar." Donald said.**

**"What's that supposed to mean featherhead?!" Spidermonkey scowled and puts down the seal Digimon from his back and put him on Clark tiger.**

**"Who are you calling featherhead?" Donald getting right into Spidey's face.**

**"Calm down you two. What Donald's trying to say is, you're probably not cut out for the job. Besides, only male lions rule the pride." Clark said.**

**"Right. But I didn't ask to be King of the Pridelands if I ever took down a lion with a scar over his face. Nala, is there anyone else who could be king?" Spidermonkey asked.**

**"There was...but he died...when he was just a cub. If only Simba were here..." Nala said sadly.**

**'Simba? he's not dead Nala he alive with a meerkat and warthog as his best friends in a jungle about few miles from here.' Spidey thoughts.**

**"Simba?" Spider-Monkey asked.**

**"He's the son of Mufasa, and my best friend. But he died with him in the wildebeest stampede. Well, let's get outta here before the hyenas finds us." Nala said.**

**The group ran, hopped, flew, slither, out of the Pridelands, and through a desert. By the time they reached a jungle, it got dark. Hot and tried, they found a lake and began drinking from it.**

**Spider-Monkey tried to drink from the pound the way Nala did, but instead lost his balance and Black Widow jumped off and he fell in. Goofy and Donald laughed at this. Spidey stuck his head out and the others pushed them both into the water and everyone jumped in.**

**Soon, they were laughing and splashing together. Nala decided to go look around for anything to eat. As soon as Nala had gone, they heard a roar.**

**"Was that Nala?" Goofy asked.**

**"I don't know, but that's a deep male roar, we'd better go check it out." Spider-Monkey said.**

**They climbed out of the lake and went to the spot where the roar came from. There was a red-furred lion, who was Simba, backed up on a log by a flying aerial knocker Heartless. Simba let out a big roar and the Heartless vanished. Then he saw Spider-Monkey, Superman, Pikachu, Sonic, Guilmon, Terriermon, Diana, Batman, Zatanna, Optimus, Acree, Renamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Zoe, Natalia, Hawkeye, Hulk, Thor, Giant Man, Black Parther, Iron Man, Wasp, Krypto, Shayera, John, J'onn, Goku, Wally, Donald, and Goofy watching him. He approached them cautiously.**

**"Who are you?" Simba asked.**

**"We mean you no harm. We're friendly. I'm Spider-Monkey or Spidey and this is my friends Superman, Pikachu, Sonic, Guilmon, Terriermon, Diana, Batman, Zatanna, Optimus, Acree, Renamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Zoe, Natalia, Hawkeye, Hulk, Thor, Giant Man, Black Parther, Iron Man, Wasp, Krypto, Shayera, John, J'onn, Goku, Wally, Donald, and Goofy." Spidey said.**

**"Where did you come from?" Simba asked.**

**"We just came from the Pridelands." Patamon said.**

**"The Pridelands? That's where I came from!" Simba said surprised.**

**"Really? Who are you?" Donald and Diana asked.**

**"My name's Simba." Simba said.**

**"Wait! You're Simba?!" Gatomon said.**

**"That's right." Simba said.**

**Suddenly they heard screaming and a roar. Simba ran into the jungle. Spidey and his gang followed him.**

**When they got there, Nala had cornered a meerkat named Timon and a warthog named Pumbaa to a tree. Just as she was about to pounce, Simba jumped onto her. The two roared and scratched each other.**

**"Simba wait!" Spidey yelled they not listening to him.**

**"Stop!" Donald yelled.**

**"That's Nala!" Goofy yelled.**

**But the two lions fought each other, until Nala flipped Simba onto his back. Only Simba knew that move. He recognized the lioness immediately.**

**"Nala?" Simba said.**

**Surprised, Nala moved back and off of him.**

**"It's me, Simba!" Simba said.**

**"Simba! You're alive!" Nala said and happily she found him.**

**The two lions rubbed against each other.**

**"Hey! What's going on here?" Timon asked.**

**When Timon and Pumbaa saw Black Parther, Superman, Wally, Acree, and Optimus, they screamed and cowered by the tree.**

**"It's ok. They're all friendly." Simba said.**

**"So that means nobody's planning to eat anybody else for lunch, right?" Timon asked as he and Pumbaa climbed out of the tree.**

**"Of course not." Donald said.**

**"Are you sure they don't wanna eat me like I'm some kind of a pig?" Pumbaa asked.**

**"We won't, but you are a pig, right?" Goofy asked.**

**"Call me Mr. Pig!" Pumbaa said with proud.**

**Everyone laughed.**

**"Wait until everyone at the Pridelands finds out you've been alive all this time." Nala said.**

**"Nobody had to know." Simba said.**

**"But everyone thinks you're dead." Nala tells him.**

**"They do?" Simba asked in surprise.**

**"Yes. Scar told us about the stampede." Nala said.**

**"He did? What else did he tell you?" Simba asked.**

**"What else matters, you're alive. And that means...you're the king." Nala said with a smile.**

**"King? Your Majesty, I grovel at your feet." Pumbaa said in repesct.**

**He got down at his feet and kissed Simba's paws. Simba pulled back.**

**"Stop it. Could you guys excuse us for a few minutes?" Simba asked.**

**"Why am I not surprised?" Timon reliped in scarm.**

**Both Simba and Nala walked off alone together, leaving Spidey and everyone else alone.**

**"How long has Simba been living with you two?" Goofy asked.**

**"Ever since we found him in the desert when he was a cub. We taught Simba everything about Hakuna Matata." Pumbaa tells them.**

**"About what?" Donald asked.**

**"Hakuna Matata. It means no worries, no cares, no rules, and no responsibilities." Timon said.**

**"That's nice, but Simba has a big responsibility. He has to go back to Pride Rock and take his place as king." Spider-Monkey said.**

**"Don't forget, he has to get rid of Scar, first. Maybe Nala will talk some sense into him." Donald said.**

**"I'm not sure she will. Look." Batman said.**

**He pointed towards Simba and Nala with his winged hand, who had just gotten into an argument.**

**"You think you can just show up and tell me how to live my life! You don't even know what I've been through!" Simba yelled.**

**"I would if you would just tell me!" Nala yelled.**

**"Forget it!" Simba yelled.**

**"Fine!" Nala yelled.**

**And Simba angrily stormed off, away from Nala.**

**"Uh oh. Trouble in paradise." Timon said sadly.**

**"Maybe one of us should go talk to Simba." Pumbaa said.**

**Spider-Monkey, Pikachu, Superman, Batman, and Wonder Eagle decided to go talk to Simba. They found him pacing back and forth, muttering to himself. Then he shouted up to the sky.**

**"You said you'd always be there for me! But you're not, and it's because of me. It's my fault."**

**"You alright?" Spider-Monkey, Superman, Batman, Diana asked.**

**"What do you want?" Simba said turning to them.**

**"We saw you arguing with Nala earlier and we thought we'd come out and talk. Is something wrong?" Superman asked.**

**"It's nothing." Simba said.**

**"Simba. I know when something's wrong, and you can't deny it. You were just shouting up at the sky as if you were talking to..." Batman said.**

**"My father." Simba tells them.**

**"Oh. Were you close with your father?" Diana asked.**

**"Yeah. When I was a cub, I wanted to be just like him. He once told me that the great kings of the past are up there watching over us." Simba tells them.**

**"Pika?" Pikachu asked in a squeak.**

**"Huh?" Simba asked at Pikachu.**

**"He's said really?" Spidey said for his pal.**

**"Yes." Simba said.**

**"But why won't you go back to the Pridelands? Everyone misses you. You have to become king." Spidey said.**

**"Nobody needs me. They're better off with Scar." Simba said not going.**

**Then Spidey decided to drop the bombshell on him. "Simba. Scar let the hyenas take over the Pridelands." Spidey tells him.**

**"What?" Simba said in shock.**

**"We're seen what they've done to the Pridelands. There's no food, no water. He tried to have the hyenas kill me and my friends. Everyone will starve and die. He's even let the Heartless take over." Spidey explain to him.**

**"Heartless?" Simba asked.**

**"That thing that attacked you eariler." Diana said.**

**"I can't go back...it won't change anything." Simba said.**

**"Why? Tell us why?" Spider-Monkey asked.**

**"I can't. You wouldn't understand." Simba said.**

**"Fine! If you won't stop Scar, my friends and I will!" Spider-Monkey said.**

**As they turned to leave, a finger poked at Spidey's nose.**

**"And where do you think you're going?" Rafiki asked.**

**"Holy crap." Spidey said and hopped away from him.**

**A baboon appeared right in front of him.**

**"Who are you?" Simba asked.**

**"The question is, who are you?" Rafiki asked the question.**

**"I thought I knew. Now I'm not so sure." Simba said and turn to the sky.**

**"Well, I know who you are. Your Mufasa's boy." Rafiki said.**

**"You know my father?" Simba asked.**

**"Correction. I know your father." Rafiki said.**

**"I hate to tell you this, but he died a long time ago." Simba tells him.**

**"Nope! He alive! Look!" Rafiki said.**

**Rafiki pointed to the sky, and at that moment, a huge cloud appeared in the sky, approaching Simba. Spidey, Superman, Batman, Diana, and Pikachu back away, going into the bushes. Everyone found them.**

**"Spidey, did you talk some sense into him?" Nala asked.**

**"No. But I think he will." Spidey said and pointed to the sky.**

**Then they all saw the big cloud. Then they heard a ghostly voice come from the cloud.**

**"Simba." Mufasa said.**

**"Father?" Simba asked looked up.**

**"Father?!" Donald gulped.**

**Goofy and Donald tried to run off, but Spidey held them back. A lion's face appeared in the clouds. It was Mufasa. Seeing this, Donald, Goofy, Timon, and Pumbaa fainted. But Spidey, his gang and Nala watched with amazement.**

**"Simba...you have forgotten who you are. You must take your place in the Circle of Life." Mufasa tells him.**

**"How can I go back? I'm not who I used to be." Simba asked.**

**"Remember who you are." Mufasa said.**

**After those words, Mufasa began to fade away. Simba tried to run after him, but he was too late. At that time, Donald, Goofy, Timon, and Pumbaa woke up. Spidey, his gang, and Nala were still staring up at the sky.**

**"You can all come out now." Simba said.**

**The group came out of the bushes and approached Simba.**

**"I'm going back to face my past. I could use your help." Simba said looking at them in hopeful.**

**"All right then Simba let's ride." Spider-Monkey said and they nodded.**

**Together, the group raced back to the Pridelands. As they approached Pride Rock, a storm was coming, and they saw Scar talking with Sarabi, Simba's mother.**

**"Where is your hunting party? They're not doing their job." Scar said.**

**"Scar, there's not food. The herds have moved on." Sarabi said.**

**"You're just not looking hard enough." Scar scowled.**

**"It's over. There's nothing left. We must leave Pride Rock." Sarabi said in coneren.**

**"We're not going anywhere. I am the king; I can do whatever I want!" Scar said in anger.**

**"If you were half the king Mufasa was-" Sarabi was cut off.**

**"I'm ten times the king Mufasa was!" Scar yelled.**

**He struck her hard and she fell to the ground. Seeing this, Simba let out a big roar. Scar, thinking it was Mufasa, back away. Simba approached his mother and nuzzled her.**

**"Mom, it's me." Simba said.**

**"Simba? You're alive. How can that be?" Sarabi asked.**

**"It doesn't matter. I'm home." Simba said.**

**"Simba! I'm so surprised to see you...alive." Scar was in shocked.**

**He glanced up at Shenzi, Banzai, and Ed, whom gulped andf limped away. Simba angrily approached his uncle.**

**"Give me one good reason why I shouldn't rip you apart." Simba said angrily bearing his teeth.**

**"Now Simba, the pressure of ruling a kingdom..." Scar said got cut off by Simba.**

**"Are no longer yours. Step down Scar." Simba tells him.**

**"Oh, I would. But there is one little problem. You see them?" Scar said.**

**He pointed to a group of hyenas, who were watching high above. With them, were the Heartless, as well as Pete.**

**"They think I'm king." Scar said smirking.**

**"Well we don't!" Nala yelled.**

**Nala came back with the other lionesses. The Justice League, Avengers, Digimon group, Spider-Monkey, Pikachu, Sonic, Donald, Goofy, Timon, and Pumbaa were with her.**

**"Simba's the rightful king!" Nala yelled.**

**"The choice is yours, Scar. Either step down or fight." Simba say.**

**"Must this all end in violence? I'd hate to be responsible for the death of a family member. Wouldn't you agree, Simba?" Scar saying evilly.**

**"That's not gonna work, Scar. I've put it behind me." Simba said.**

**"But what about your faithful subjects? Have they?" Scar said.**

**"Simba, what is he talking about?" Nala asked.**

**"Ah! So you haven't told them your little secret. Well, Simba, now's your chance to tell them, Tell them, who's responsible for Mufasa's death!" Scar yelled.**

**Simba was quiet for a moment, and then he spoke.**

**"I am."**

**There was a gasp within the group of lionesses, as well as Spidey's gang expect for Spider-Monkey.**

**'Wrong Simba didn't kill him you did Scar.' Spidey thought loud out in his head.**

**"He must be joking...isn't he?" Goofy said in disbelif.**

**"Tell me it's not true!" Sarabi saying isn't it true in Simba.**

**"It's true." Simba said sadly and hung his head low.**

**"You see, he admits it! Murderer!" Scar said.**

**"No! It was an accident!" Simba pleaded.**

**"If it weren't for you, Mufasa would still be alive, it's your fault he's dead!" Scar lied.**

**"He's guilty enough alright! Guilty!" Pete said.**

**"No, I'm not a murderer!" Simba tells the truth.**

**The hyenas and Scar backed Simba towards the edge of Pride Rock.**

**"You're in trouble in again, Simba. But this time, Daddy isn't here to save you. And now everyone knows why!" Scar said.**

**Simba slipped off the edge, but he held on. Lightning struck the ground and a fire startled. As Simba struggled, Scar towered over him.**

**"Now this looks familiar. Where have I seen this before? Oh, yes! I remember. This is just the way your father looked before he died. And here's my little secret...I killed Mufasa." Scar whispered and digs his claws into Simba's paws.**

**Hearing those words, anger rose up inside Simba. He leaped off the edge and pinned Scar to the ground.**

**"NOOOO! MURDERER!" Simba yelled angrily.**

**"No, Simba, please!" Scar pleaded.**

**"Tell them the truth!" Simba demanded.**

**"Alright, alright! I did it." Scar say quietly.**

**"Louder! So they can hear you!" Simba commanded.**

**"I...KILLED...MUFASA!" Scar yelled loudly.**

**Enraged, Nala and the lionesses raced over to fight. The hyenas jumped onto Simba, helping Scar get away, but Nala, Sarabi, and the other lionesses pushed the hyenas off Simba, and Simba left to find Scar. Timon, Pumbaa, and Rafiki fought with the hyenas while Spider-Monkey, his gang fought with Pete and the Heartless.**

**After the fight, Spidey, everyone else ran up to the top of Pride Rock, where they found Simba and Scar, circling each other.**

**"Simba!" Donald yelled and rushed to help him.**

**"This is his fight, Donald." Spider-Monkey holds Donald back with his web from his tail.**

**In slow motion, Simba and Scar fought each other. Soon, Scar knocked Simba to the ground and leaped at him. But remembering the trick Nala taught him, Simba pushed Scar off the ledge.**

**"Alright, Simba!" Spidey yelled.**

**"Aw, that was just a sneak preview. Cause this ain't over-not by a long shot." Pete smirked.**

**Pete had come out from behind a rock, and he pointed towards the edge. Scar suddenly leaped up in front of them. A dark glow appeared around his body.**

**"Anger and jealousy turned the King of Pride Rock into a Heartless! Oh, you're kingdom's gonna rise again, but this time, as the Pridelands of Darkness!" Pete said.**

**"That's what you think!" Simba said as Spider-Monkey leaped in front of Simba.**

**"You wanna play, kitty cat huh? Let's rock!" Spider-Monkey got into a fighting stance.**

**"Call back your weapon, my dear sir. And let's see how good you fight without a weapon, and fight like a real lion. You know Simba; I'm not the only one who's lied to you. The brat and his lackeys here are not from our world. In fact, they're not really animals either. Why do you think he fights like a monkey?" Scar said.**

**Spidey and Goofy exchanged nervous glances as Simba stared at them, Donald, Diana, Shayera, Zoe, Tony, Hawkeye, Batman flew towards Scar and began pulling at his maine.**

**"Get away from me, you buzzards!" Scar yelled.**

**Goofy threw himself at Scar, using his shell to whack Scar on the head. For a moment he looked dazed, but then snapped out of it, just as Spider-Monkey surprise him with this.**

**"You wanted to see something really nasty? Then look this!" Spider-Monkey said and slammed the Ultimatrix again. Four prongs stick out as another emerald green light envelops Spidey. His blue arms are replaced with two arms and four humongous spider legs. His hair begins to turn from blue to purple, and he takes the form of a gorilla looking creature.**

**Once the light died down standing there in Spider-Monkey's place was a gorilla-like creature with four green eyes on top of his forehead and two eyes standing on four large spider legs shocking Pete and Scar.**

**When the transformation was complete he yelled out once more.**

**"Ultimate Spidermonkey!"**

**He struck Scar in the face with his fist. Then he opened his mouth wide and shot out a dense blast of strong web, grabbed his leg and begin biting him and breaking some bones. But Scar smacked him with such force; was almost knocked over the edge. He struggled to climb onto the ledge, but his gorilla kept slipping.**

**As he held on to the ledge, Scar was about to push him off when Simba knocked Scar aside. Donald and Goofy helped Spidey back onto the ledge with his spider legs. Scar had pinned Simba down and was about to bit his neck to suffocate him.**

**"Goodnight, sweet prince." Scar said evilly.**

**Suddenly, a another emerald green light took place and Scar was push off of Simba by a familiar orange-black striped fur tiger and Scar was picked up by "RATH!" Rath yelled and threw him into the fire below. Scar was soon engulfed in flames. Then there was nothing left of Scar.**

**At that time, the rain started to pour, putting out the fire surrounding Pride Rock. Simba, Rath, Spidey's gang, Donald, and Goofy walked down the top and were greeted by Nala, Sarabi, Zaua, Timon, Pumbaa, Rafiki, and the lionesses.**

**Then Simba along with Rath walked up Pride Rock until they stopped at the ledge. Then he let out the biggest roar anyone ever heard and Rath let out a larger roar in the world. Nala, Sarabi, and the other lionesses roared with them. Even the big cats joined them.**

**Huge clouds appeared in the sky and the face of Mufasa appeared in the sky. Then he looked down at Rath, Spidey's gang and nodded 'thank you' to them.**

**A big keyhole appeared in the sky and Rath jumped up to the top of Pride Rock and bring out his Star Saber and aimed it at the keyhole. A blue martix light shot out from the tip of the sword and into the keyhole, locking it and jumped back down to them and his blade disppeared in a blue light.**

**"Hey kid! What's with the light show?" Timon asked the big tiger.**

**"Oh it was nothing. We just have to be on our way now." Rath tells them.**

**"You mean you're leaving?" Pumbaa said sadly.**

**"Of course." Donald said.**

**"You'll be so busy you'll probably forget about us." Timon said.**

**"But we'll always have Hakuna Matata, right?" Goofy asked.**

**"Yeah, you're right." Timon said with a sad smile.**

**Rafiki and Simba approached them. Simba hugged everyone at once.**

**"I couldn't have done it without you guys." Simba said.**

**"The Pridelands will never forget your courage, brave ones!" Rafiki said and they nodded and head back to the Gummi ship and they reached it and got in and take off and everyone got out of their forms.**

**As they got out of that part of this world suddenly a bright blue light shined in the ship and Spidey notices some familiar people he know in his dimesion and the DC Earth as the light died down.**

**One was a 30-40s man with black hair, black eyes, wore goggles on his head, a white trench lab coat, khaki pants, dress shoes, a pocket watch in his coat, two was a small creature on the man's shoulder, his skin was grey while its texture was wrinkled. It stood on two legs but reached a height of only six inches. Green eyes surrounding a rectangle-slitted pupil, shielded by side-closing eyelids. He also had a frog like appearance to it. The being was also wearing a green and black outfit. Three was a 16 year old with shaggy brown hair and piercing, emerald-green eyes, lean-yet-athletic frame. He wears black/white sneakers, blue denim jeans, and a black shirt with a green jacket to go over. The sports jacket has two white stripes on the upper right sleeve and a single white stripe going down on the left side. In the heart area of the stripe is a black circle with the number 10 emblazoned in white. This teen granishes a strange on his left wrist like the Ultimatrix. It is a wristwatch like device with a white and green color scheme. It also has a black square shaped faceplate, three green buttons on the left and right side, and two green stripes forming the outline of an hour glass over the faceplate. Four was a 16 year old, long auburn haired beauty girl with her hair tied in a ponytail and emerald green eyes. She is wearing black flats shoes, tight gray jeans, a long-sleeve red button-up shirt and a black vest to go over it. Five was a muscular, broad shouldered 18 year old with shoulder length onyx hair and a rigid face. He is wearing black combat boots, blue jeans, a long-sleeve grey shirt and a short-sleeve black shirt over it. Six was a tall, with periwinkle-blue colored fur, cat-like puplis and large pointed upper teeth, black and white markings on his face, pointed ears male creature humaniod. Wears blue-and-black armor known as Proto-Tech Armor and carries a mulifunction weapon known as the Proto-tool on his left shoulder. Seven was a 65 year old man has wrinkles on him with white hair, gray eyes. Wore an red button Hawaiian shirt with an white shirt under the shirt, brown pants, black shoes and a brown backpack on his back. Eight was a elderly woman with a blue long cloak, short gray hair, blue eyes. Nine were two young men one was a African-American youth, 17 years old, average frame, with mid-length dark in dreadlocks, and brown eyes, clad in a pair of black pants with dark blue stripes on the sides, with twin gold semgented patches outside on the calf area- were fastened with a gold belt. a black muscle shirt with a golden, lightning-bolt-style S-crest surrounded by a golden circle, with a dark-purple trenchcoat with a yellow underside over it all, blue gloves: there was a triangular shaped gold edge on the wrist area of those hand coverings, in the center of which there is a small circle, dark blue boots with, both of which sports golden stripes, a white-triangular-eye-mask over his face, with a slick pair of blue shades on his forehead, and a yellow belt on his waist. The second was a Caucasian youth, was around the same height of the colored kid, but of leaner frame, with short, spiky blond hair framed by a green helmet with a green visor over his green eyes, wore an metal painted silver and green suit with elbows pads and black gloves, jet-like shoes rollerblades, and a silver high-tech backpack on his back. Ten were 5 teens. One was a boy in some sort of costume that consisted of green tights with black steel-toed boots, a green short-sleeved shirt underneath a red armored vest with a yellow "R" over his left pectoral muscle, a yellow utility belt and a black cape that has a yellow interior. He also wore a black-and-white domino mask, has his black hair spiked backwards, average-toned skin and an athletic-build. Two was a a rather attractive girl. She had long, waist-length; fiery-red hair with straight bangs. She had small eyebrows and green eyes with light-green scleras (or in other words, the whites of her eyes are colored light-green). She was tall, with bright orange skin, and her outfit was mostly purple with a belt, her neck and arm plates being silver. She wore a sleeveless top showing her midriff, a purple mini-skirt, and thigh-high purple boots. Three was a slim and short boy; with green eyes, short green hair and green skin. He wore a black and purple suit that included a gray belt, and matching purple boots. He also had a fang going upwards, on the side of his mouth and pointy elf-like ears. Four was another girl, with gray-skin; she was taller than the green-skinned boy but shorter than the orange-skinned girl. Her outfit was made up of, dark blue/indigo colours. She wears a blue cloak, with matching blue ruffled ankle-boots with black/gray soles, with a leotard-like long-sleeved shirt that is blue/black with cuffs at her wrists of the same blue of her cloak. On her cloak, she had a circular black/red jewel set in a gold plate that attaches the whole thing together. Around her waist she has a red and gold belt with the same jewels around it and no pants. She currently had her hood on, but you can see that her eyes are violet. Five was a was a tall and well-built boy, who seemed to be half-robot. He had a black, white and gray robot suit. His robot eye is red and has blue parts on his hands. 11 were four men. One was a man, quite tanned, a small scar on his lip, with a white hood with a beak like tip that covered most of the top of his head. Wore a white hooded robe, a type of belt a red 5 inch belt that is that wrapped around between his chest and waist while beneath that were red wraps, he carried a sword on the left side of his waist. He seemed to have gloves that had metal covered from the back of his wrist until almost reaching his elbow, his robe reached just past his knees as he had gray pants with dusty brown boots that almost reached the bottom of his knee caps with metal grieves (metal cover for the calf part of the boot). A short sword back side, throwing knife belt with shoulder pad with throwing knife pockets on it. Two was a man with the same hood as the first one. His skin is even paler that first man, sporting a goatee and beard. Wore an hooded red and white robe that resembled a vest, the sleeves that are cream white. The robes have red lining and two pairs of collars; one white and one red with tan lining. He has knee high leather boots and black dress pants. On his left shoulder was padded with a metal plate that curved along with his shoulder with a white cape with a red underside. He wore a red and black wraps that wrapped around his waist and below his rib cage with a strange and large emblem buckle 'A' on it. He is equipped with a sword strapped to his waist, throwing knives, and a crossbow on his back, with some bombs on his belt, he has two metal bracers with two hidden blades and a hidden gun. He also has a scar on his lip. Three was a tanned skin Native American man with a strong and heavy build. Wore an hooded white dress uniform jacket with blue lining and had straps across his torso and was carrying a bow and a bag of arrows on his back and at the sides of him were what seemed like old style Pirate pistols, the ones from about the 1800's as he also looked like he was from the 1800's for he looked as he was from the colonial times. At one side he had an axe like weapon like Spidey's tomhawk because this is his tomhawk look like. Fingerless gloves covering his hands that went to his elbows with Native American's bands on both of his arms with a brown bracer and a white and blue frabic bracer on both wrists of the arms. A thin red sash sticks out from his waist fastened with a leather belt attached to the two long side arms of a triangular symbol with a curved bottom. The symbol is made of steel and is the same shape of this man's and Spidey's unique tomhawk blade. He wore blue pants and brown boots with leggings that reached up to the middle of his thighs. This man's face was shadowed from nose to mouth by a white hood with a eagle emblem on the tip of his hood's beak. Four was a man with scraggly blond hair from his bright blue eyes. Wore an pale off-white ivory and sea-washed blue robes just above his thighs, and the leather padding he wore was scuffed and somewhat in need of mending. On his body were leather straps armed with almost four flintlocks and two sheathed cutlasses, cinched by a fraying deep red sash at his waist, non-beaked hood.**

**Spidey knew them along with the Justice League and Avengers and Sonic and Zoe and the Digimon group and Pikachu did too.**

**"Hello Spidey." The man in the lab trench said in a british accent.**

**"Hey Professor Paradox." Spidey replied back to the time walker.**

**"What are y'all doing here?" Spidey asked with a curious look.**

**"Well since you went missing from our Earth (Mavel's Earth) we came to track you down and help you and your friends to defeat this darkness isn't that right Spidey?" Max Tennyson said.**

**"That's right Mr. Tennyson." Spidey said.**

**"Spidey who are these people?" Donald asked with a concerened look in his eye.**

**"Trust me Donald these are my friends from two worlds. Meet Professor Paradox, Azmuth, Ben, Gwen, Kevin, Rook, Max, Verdona, Virgil or Static, Richie or Gear, Robin, Starfire, Cyborg, Beast Boy, Raven, Altair, Ezio, Conner, and Edward." Spidey introduces to Donald, Goofy, Jiminy, Tinkerbell, Chip, and Dale even his friends.**

**Then Azmuth jumped onto Spidey's left shoulder and stands on Pikachu's head.**

**"Well, then everyone since I brought you I take my leave now see you." Paradox said and turns towards a blue portal which just open up before he left Paradox turned his head towards Spidey.**

**"Oh, one last thing Spidey there is someone who just came with me and them and this person has an item with him." Paradox said and suddenly a green dragon with a red short beard under his chin and a red tip tail and two arms, no legs, with yellow fur on his snake like body and with him a gaunlet with three, long, golden attached to a wooden sleeve looks like can on the wrist like a glove came from Paradox's pocket.**

**Spidey recognize him. "Dojo?" Spidey asked in little shock.**

**"Hey Spidey." Dojo said with a smile and flew with the weapon known as the Golden Tiger Claws and stand on Spidey's hat.**

**"Later everyone."**

With that say, Paradox walked through the portal and closed itself off and everyone looks at Spidey and everyone else.

"So what's next?" Ben asked as Spidey thinks.

"Hmm, I think since everyone is here and we are going to save these worlds from the Darkness and besides I need probably to tell y'all this new weapon I got from our world is this!" Spidey said and opened up his Beyblade container and brings out the blue rubber preformance tip attached to the left engine gear, blade base the Instant Release Dragoon Version in blue with red highlights, wight desk ten wide silver, attack ring: Eight attacker blue and red highlights with the stickers says "Dragoon" with the dragon heads and light green eyes, and the bit chip is white, green ring, yellow background and Dragoon himself and he tells them about the Beyblade since Dragoon choose him as the wielder of the wind spirit bit-beast.

After he told they nodded and they head towards the next part of this world.


	9. Land of Dragons

**Spidey, Zoe, Azmuth, Dojo, Superman, Batman, Tony, Thor, Hulk, Natalia, Goofy, Sonic, Pikachu, Flash, J'onn, Zatanna, Diana, Hawkeye, Shayera, John, Guilmon, Terriermon, Reneamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Wasp, T'Challa, Optimus, Acree, Goku, Ben, Gwen, Kevin, Rook, Max, Verdona, Static, Gear, Robin, Starfire, Cyborg, Beast Boy, Raven, Altair, Ezio, Conner, and Edward traveled to a place which resembled China called the Land of Dragons. As they walked through a forest of bamboo for the Autobots shrink to human size and Bruce Banner out of his Hulk form, they saw a big shadow on the rock. Staring up at the shadow was a young Chinese soldier.**

**"You suppose it's a Heartless?" Donald asked.**

**"Probably, but make to sure it is or not but let's get the jump on it." Spidey said pulling out his Daywalker blade and swinged it like Blade from Blade 2 movie trailer.**

**"Gawsh, maybe we better look before we leap." Goofy said and Rook nodded.**

**But Spidey, Rook, Conner, and Donald jumped of the bamboo trees, startling the young man, his horse Khan, a cricket named Cri-Kee, and a small red dragon, which was the strange shadow on the rock. Spidey, Rook, Conner, and Donald stopped in their tracks and Spidey put up his blade. Everyone else followed after them.**

**"Sorry to startle you like that. They thought you were in trouble." Goofy said.**

**"Yeah, well you just watch who you're scaring because I nearly had a heart attack! Now y'all scram before I get my dragon dander up...Hey! Who the hell are you?" The red dragon asked in angry.**

**"We're Spidey, Zoe, Dojo, Superman, Batman, Tony, Thor, Bruce, Natalia, Goofy, Sonic, Pikachu, Flash, J'onn, Zatanna, Diana, Hawkeye, Shayera, John, Guilmon, Terriermon, Reneamon, Agumon, Gabumon, Biyomon, Tentomon, Palmon, Gomamon, Patamon, Gatomon, Wasp, T'Challa, Optimus, Acree, Goku, Ben, Gwen, Kevin, Rook, Max, Verdona, Static, Gear, Robin, Starfire, Cyborg, Beast Boy, Raven, Altair, Ezio, Conner, and Edward. Who are you?" Goofy introduces to them and asked.**

**"I am the powerful and indestructible Mushu! I'm little, lethal, and legendary!" Mushu said.**

**"And you're also tiny." Ezio said which made the Zatanna giggle.**

**"I heard that!" Mushu said angrily.**

**"Hi there. My name's Mulan...uh, I mean...Ping!" Mulan said trying to deeping her voice to sound like a man.**

**"Mulan Ping?" Edward asked raising an eyebrow under his hood.**

**"Just Ping. I'm Ping, son of Fa Zhou. Mushu here is one of my family's guardians." Ping said.**

**"Really?" Rook asked.**

**"Yep! See, Ping here was just on his way to join the Imperial Army." Mushu said.**

**"Would you join us? I'll be easier to fit in if I'm with guys like you, like you. Except for the women there." Ping said and pointed at the girls.**

**"Why?" The girls asked in unsion.**

**"Y'all girls, that's why." Mushu pointed out.**

**"And so is Ping, right? Your just pretending to be a boy, aren't ya?" Goofy and Max said hitting the nail on the head.**

**Donald stared at Goofy and the others, than at Ping alias Mulan.**

**"WHAT?" Donald yelled.**

**"You're a girl, aren't you?" Spidey asked.**

**"You didn't notice? My real name is Fa Mulan." Mulan speak in her normal voice and blushes in embarrassment.**

**"Nah-huh!" Donald said raising an eyebrow.**

**"I think it's working." Mulan whispered to Mushu.**

**"I don't know, looks like they would fall for anything expect for the one with a small yellow mouse on his shoulder. Now let's get into the Army." Mushu said and gesturing to Spidey.**

**"Uh guys, we have a minor problem... us. How would we blend in with an army of men? We'll stick out like sore a thumb." The girls were right the ladys and young ladys would stick out in those outfits.**

**Spidey's spider suit suddenly shifted into a samurai armor color of his Spider-Man costume with some of his stuff transformed expect for the katana on his side and a beaked hood put over his head. Donald and Zatanna waved their magic staff and wand and the boys and girls were engulfed in sparkles, as were Max and Vendora. When the lights vanished, the boys and girls were wearing the same armor Mulan was wearing, as were Max and Vendora and Shayera's wings disappeared leaving her with her mace. When the girls felt their hairs, they were surprised to see that they were wearing black wigs expect for Diana and Zatanna their hair in a bun. Acree and Optmius gone to the size of a human and change into their human's form and her hair is a black wig.**

**"How did you do that?" Mulan asked surprised.**

**"Donald and Zatanna are magicians. They creates disguises for them wherever we go." Bruce Wayne told her.**

**"Hmm. Then y'all not from around here, are you?" Mulan asked.**

**"Uh, what do you mean?" Altair asked.**

**"You don't look Chinese, and your friends look different." Mulan said.**

**"That's because that we not Japanese but some different parts of the land. Their names." Spidey said.**

**"Then you your friends need a couple of male Chinese name. How about Jia's and Xia's?" Mulan suggested.**

**"That's good enough for us." The girls said.**

**Together, the group walked towards the Imperial. Men were too busy to notice the newcomers coming into the campsite. When Donald got in line to get some food, a soldier named Yao pushed in front of him.**

**"About time we got some grub." Yao said and about to grabbed a plate.**

**"Hey, no cutting!" Donald scowled. But Yao turned and punched Donald, pushing him to the ground. Doanld angrily jumped on Yao.**

**"Why you-" Donald said got cut off.**

**"Back off!" With that say, the two of them started fighting. Then two more soldiers came into the line. Their names were Ling and Chien-Po.**

**"Hey, a space in line." Ling said and heads for the spot quickly.**

**"I wonder whay they're serving for lunch today." Chien-Po said.**

**"Knuckle sandwiches if you ask me." Yao said angrily and he jumped on Ling and started punching him. Then Ling punched him back, and then Donald joined the fight.**

**This was driving Spidey nuts so he walks towards them, suddenly a young man in a black and yellow armor, blond hair, blue eyes that was Optimus' scout Bumblebee and in his human form after a watch which the Autobots used to change into human forms and a friend of Spidey, two medium build men one in black armor with blue eyes and dark brown hair that was Ironhide a friend of Spidey and same watch on him, the other one has dark green armor with blue eyes and brown hair that was Bulkhead a friend of Spidey with the same watch on him, a small lean man in silver armor with blue eyes, silver hair under his helmet that was Jazz and Spidey's 4th friend with the same silver watch on him as the other Autobots, an small build man with neon-yellow armor with blue eyes and black hair that was Ratchet and friends of Spidey, a young man in a blue ahd white with blue racing checker flag armor this was Smokescreen and friend of Spidey with the watch under the armor, a small build man in white, green, red armor with blue eyes and gray hair this was Wheeljack and friend of Spidey, two small young men were along side Wheeljack the one in red armor and one in neon-green armor they were Skids and Mudflap, a small but lean build man in black and gold armor with blue eyes and black hair this was Prowl a friend of Spidey. Like we said they are the Autobots with Optimus and Acree and best of friends with Spidey.**

**Spidey got out his whip and cracked it loud. "Quit it!" Spidey yelled holding the bullwhip.**

**The men stopped fighting and looked at him.**

**"Go pick a fight with somebody else!" Spidey said wounding up his whip in his hand.**

**"Like who?" Yao asked with a black eye.**

**"You punched me, right after you cut in line!" Donald scowled.**

**"Ah, what a shrimp!" Ling laughed.**

**"Hey, who are you calling my friend a shrimp?!" Goofy said angrily with narrowed eyes. Suddenly, they heard a voice.**

**"Soldiers! Get back in line!"**

**Captain Li Shang came over. The group quickly got into the line. Shang looked at Mulan, Spidey and his friends. But then, shadow Heartless appeared. Spidey's spider sense goes as the other soldiers backed away when some of the Heartless killed some of the soliders, changing them into Heartless as well. But Spidey, his group were ready to fight.**

**"What are they?" Mulan said in shocked.**

**"Heartless! Ping, we hope you're ready!" Virgil said.**

**Spidey and his friends fought with ease at those Heartless due to their group is bigger, faster, stronger, smarter, and better powers, weapons, but Mulan couldn't seem to get used to this fighting, even she destroyed some of them. Pretty soon, the Heartless were destroyed. Shang approached the group.**

**"What are your names?" Shang asked.**

**"Our names are Spidey, Conner, Altair, Ezio, Nat(Nataila), Edward, Zeo(Zoe), Gingka(Gwen Tennsyon), Kenta(Janet), Hank, T'Challa, John, Clark, Ray(Diana), Kane(Shayera), Rook, Max, Donald, Goofy, Agumon, Guilmon, Terriermon, Kai(Renamon), Birdy(Biyomon), Gabumon, Tentomon, Pal(Palmon), Gomamon, Patamon, Gato(Gatomon), Xia(Vendora), Blackbird(Raven), Indy(Starfire), Ben, Kevin, Sonic, Jin(Zatanna), Tyson(Acree), Bumblebee, Wheeljack, Bulkhead, Smokescreen, Skids, Mudflap, Ironhide, Ratchet, Prowl, Jazz, Amzuth, Dojo, Robin, Cyborg, Beast Boy, Bruce W. and Bruce B., Tony, Thor, J'onn, Hawkeye, Wally, and my pal Pikachu and Krypto." Spidey told him.**

**"Y'all welcome in my troop. Your battle skills are encouraging." Shang said then turn to Mulan.**

**"I'm Ping, son of Fa Zhou-" Mulan began to only got cut off by him.**

**"You should return home." Shang said not wanted him.**

**"If Ping trains hard does his best, he'll get stronger in no time. The 20 of us came here together, and we'll leave together if you make Ping leave. We'll show you how well we can work together." Shayera and Spidey say.**

**"Hmm, very well." Shang said.**

**A little later, the soldiers began their training, such as avoiding burning arrows, climbing the pole to retrieve an arrow, fishing, carrying heavy bags on sticks, and more. It was difficult for Mulan at first, but one day she climbed up the pole with two heavy medals to retrieve an arrow. This impressed the other soldiers, including Shang.**

**In Mulan's tent...,**

**"The Huns have invaded China, and they destroyed everything and kill anyone. On the orders of the Emperor, one man from every family must join the Imperial Army to stop the Huns." Mulan tells them.**

**"But why are you here?" Diana asked.**

**"My father is ill, and he wouldn't survive this war. I had no brothers, so this was the only choice I had. I cut my hair short, took my father's armor, and I left in the dead of night. If it comes out that I'm a woman, it will disgrace my whole family. This is something that I decided to do. For my family, and for myself. Does it sound weird to y'all?" Mulan asked.**

**"No, not at all, mate. We're totally understand. We've been to other places and me and my friends feel determined to prove ourselves to those who doubt us." Spidey said.**

**"Don't worry, Mulan. Your secret's safe with us." Donald tells her.**

**"We'll help you out anyway we can." Edward said.**

**"Thanks, guys. And in return, I'll keep your secret." Mulan said with a smile.**

**"What secret?" Donald asked.**

**"That we're from another world." Goofy said.**

**Meanwhile, in the Huns' camp...**

**"I'm telling you, you should come work for Maleficent. Everything you and your men are after will be in our grasp. What do you think, Shan-Yu?" Pete tells a man name Shan-Yu.**

**"Sounds promising." Shan-Yu said with a evil smile.**

**One of the Huns approached Shan-Yu and Pete.**

**"Shan-Yu, the Imperial Army led by General Li has hidden themselves in the village nearby." The Hun said.**

**"Don't worry; with the power of the Heartless in our hands, not even the Imperial Army can stand in our way." Shan-Yu evilly laugh.**

**The next morning...**

**The Imperial Army was traveling throughout China to get to the mountains. Doanld and Goofy were fascinated by the scenery expect for Spidey and his friends after all some of them went to China just before the Darkness swallowed their planet. When they reached the mountains, it was starting to get cold.**

**But when they reached the village, they were shocked to see that it was burnt down and destroyed. They slowly walked into the village, searching for survivors, but there were none.**

**Then Donald called out and pointed to the other side of the hill. There was the other Imperial Army, lying dead in the snow. Chien-Po came back with a helmet. He gave it to Shang, who held it as if it were something valuable.**

**"What's wrong with the Captain?" Donald asked.**

**"Didn't you know? General Li was his father. But he's dead too." Chien-Po told them.**

**"That's awful." Goofy said.**

**Feeling sorry for him, Mulan went to comfort Shang.**

**"I'm sorry." Mulan said sadly.**

**Shang nodded towards Mulan. Then he got back on his horse.**

**"The Huns are moving quickly. The quickest way to the Imperial City is through the mountains. We're the only hope for the Emperor now. Move out!" Shang commanded.**

**The army sadly left the burnt out village. After they had traveled a few miles, Spidey's spider sense goes off as the Army suddenly stopped. There standing on the top of the hill was Shan-Yu, the leader of the Huns. Then a whole army of the Huns appeared on the hilltop, on horseback. With them, was a whole army of rapid thruster Heartless.**

**"You gotta be kidding me!" Yao yelled.**

**"There's too many of them!" Ling did the same.**

**"Prepare to fight! If we die, we die with honor!" Shang yelled.**

**Then, Shan-Yu led the Huns and the Heartless charging down the hill, straight towards the Army. The Imperial Army started firing their dragon shaped cannons at the Huns and the Heartless. But that didn't stop the Huns. Mulan had a better idea. She grabbed a cannon and ran off.**

**"Ping, come back! Ping!" Shang yelled.**

**But Mulan kept running, ignoring Shang's calls. She laid the cannon down and tried to light the cannon as Shan-Yu came closer. So Mulan grabbed Mushu and had him the light the cannon and it blasted right towards the mountain. The explosion caused an avalanche to come crashing down on the Huns and the Heartless. Shan-Yu was furious.**

**Mulan ran off, took Shang by the arm, and they both fled as the avalanche came closer. Shan-Yu, the Huns, and the Heartless were buried, but the avalanche came towards the Imperial Army but Green Lantern brought up an massive green force shield from his ring on his friends to prevent them from being buried from the avalanche. Everyone quickly hid behind a large rock as the snow came rushing past them and down the cliff below. But the snow buried them as well and Spidey's gang and him in the shield. When it was over, the Imperial Army emerged from the snow, gasping for air.**

**"Is everyone ok?" Shang asked.**

**"We're fine!" Yao yelled.**

**"But look! The Huns are gone!" Chien-Po said.**

**"Thanks, Ping." Shang said to her.**

**"It was nothing." Mulan said.**

**"I should never have doubted you. From now on, you have my trust." Shang graduted her.**

**"Let's hear it for Ping! The bravest of us all!" Ling cheered to the army to Ping.**

**"You're King of the mountain!" Yao yelled.**

**The cheering was cut short when Mushu emerged from the snow.**

**"First she uses me as a lighter, and then she turns me into a cannon ball. The head ancestor's gonna about this. You know, that's it! I give up! I can't take this no more. Come on, Mulan. Let's quit this charade and go home, girl." Mushu saying until Khan snorts angrily at him. "What? Was it something I said? AH!"**

**Mushu could see Shang looking down at him. Mushu covered his mouth. Just then, the snow fell off from the shield and the shield went away.**

**"Why couldn't they just pulls us out?!" Donald yelled angrily.**

**"At least we're still alive thanks to John's ring." Goofy said.**

**"Ping! Are you ok?" Spidey asked.**

**Then Spidey saw that everyone was looking at them with looks of shock.**

**"You all knew, didn't you? You knew Ping was really a woman in disguise." Shang said scowling.**

**Donald gasped and Goofy gulped nervously as they hid behind Spidey with his friends behind him.**

**"What the crap are talking about? What freakin' idiot told you that?" Spidey asked.**

**Shang pointed towards Mushu.**

**"I'm sorry! I didn't mean to!" Mushu pleaded.**

**"I can't believe you lied to me. The punishment for high treason and dishonoring the army is death." Shang angrily said.**

**"But she just buried the entire Hun army and saved your life! Besides, she's not the only one who's a girl in disguise." With that say, the girls take off their helmets and wigs, buns to reveal their long and short hairs. "We're girls too! (they quickly told them their real names)."**

**The soldiers gasped. Shang was even more upset.**

**"Leave, now! Your all dismissed. My debt is repaid." Shang said and turned to the army. "The Emperor is waiting! Move out!"**

**Yao, Ling, and Chien-Po felt for Mulan and the others, but they followed after Shang. The other soldiers were moving in a strange, odd way. Mulan, Spidey and his friends were left behind, along with Mushu, Khan, and Cri-Kee.**

**"I'm sorry Mulan. I blew it." Mushu said sadly as everyone else walks away.**

**A little later, Mulan changed into a different, with her hair let loose while Spidey's female friends got out of the armor and their costumes and outfits and the men did the same in their costumes and outfits.**

**"Thank you, everyone. Sorry I got you into trouble." Mulan said her head hung down.**

**"Don't worry about it. So Mulan, what're you gonna do now?" Diana said with a small sad smile.**

**"Go back home." Mulan said with a frown.**

**"Your daddy's gonna be steamed as a chicken dumpling." Mushu said cooking a small chicken dinner on a stick.**

**"We'll go with you and take the rest of the blame." Goku said as Mulan looked up at the martial artist orange gi man.**

**"Thanks, you're all wonderful friends." Mulan said with a small smile.**

**Spidey had been walking and looking into the mountains. While his friends were chatting, his spider sense telling him something wasn't right. He had seen Shan-Yu's falcon fly over the mountians. Spidey followed it through the pathway of the mountains. If the falcon is nearby, then Shan-Yu couldn't be far. Spidey followed the falcon until he came to a stop at the cliff over the snow. His suspicions were right. Sham-Yu emerged from the snow. When he saw this his Hun Army was gone, he let out a loud cry. It echoed throughout the mountains.**

**His friends heard it, and went to investigate. As they heard the sound, Spidey looked over the cliff but his spider sense goes off again, as several thuds were heard from behind him, and with a flick of his wrists, 16 inch hidden silver blades pop from the webshooter's nozzle but the moment he saw who it was as he turned around and flicked back his hidden blades and gasped. The people who were in front of Spidey was five of his friends. The first was a girl about 16 of age. The girl has short maroon hair that goes down to her face, but extends to her shoulders at the back of her head, wearing goggles on top of her head. She had bright turquoise eyes. She wore an full-body suit made out of the same material of Spidey's Spider-Man costume, covering from head to toe expect for the head the neck line of the costume, colored red and blue. The main body of the suit was blue, but the inside of the thighs were red stripes, on the calves to ankles were white wings resemble of a winged horse's wings. On her chest was the insignia of a white Pegasus, the 'P' in the background to the right and 'S' on the left with the head of a Pegasus from a certain face bolt on a Beyblade, white scarf of a Pegasus' wings. On her forearms were long hot pink gloves non fingerless and a red and brown belts around her waist, which has a pouch for the beyblade, holsters for a Three Segment Launcher Grip, String Launcher and a Bey Point Card on the belt. The other two older Kats. One was an big, meduim build frame, his fur was yellow with light-brown stripes on his forearms, bare-claw foot, pointy cat ears, black eyes, brown nose, holding an blue helmet with a red triangle on top, black mask, blue and red G-suit with an red triangles on the arms, the black collar popped up and the part of the suit was opened up with a white shirt inside, black fingerless gloves, and a blue and red gaunlet weapon on his right arm, two was an smaller, leaned but slim build, rusty colored fur, same ears, light black nose, his G-suit was like the bigger kat expect it was closed up on the chest and neck area, holding his helmet and mask in his right arm and a red backpack on the rusty furred kat. Third was an big orange/yellow dragon with straight horns on top of his head, black eyes, three digit fingers arms with claws, big orange wings with a dark blue underside of them, light orange belly with an flame burning on the tip of his tail, long neck, and stubby short legs with claws on them. 4th was an small creature. It was black and had green circuitry covering its back; it had only one eye and two stubby legs on the front, with a slug-like rear in the young girl's arms. Spidey knew them as his friends even Pikachu after he went with Spidey. But there were others he didn't know until now. 1st was an young man in his age like Spidey with dark red spiky hair. Golden-brown eyes and a broken nose which he may have got from beyblading. He wears a blue headband with design of the mythical animal, Pegasus, on it, but it has only one wing on it. His outfit is a long white scard around his neck, a short blue short-sleeved jacket, a plain orange shirt, white and blue gloves, a red and a brown belt around his waist, which has a pouch for his beyblade like the young girl has, black pants, and red and navy blue coloered shoes. The white long scarf respresents Pegasus' wings like the young girl does. 2nd was an kid about 10 years old, he has a cute little face with bright green hair with brown eyes. He wears a yellow T-shirt with a straight blue stripe running across his chest and arms, pair of blue shorts, blue and white trainers with white socks, and brown gloves. 3rd was an young man who is tough and physically strong. He has a big build with a large stomach. His short purple hair covered by an white beanie hat that has a red bull's skull on it. His eyes are of a red-ish brown. He wears a red and black jacket with red strip on both front side that is usually zipped on his torso, white bands around his wrists, gray shorts on his legs, and black shoes on his huge feet. He also has a brown belt with a holster covered by his jacket in which he keeps his Bey Gear. 4th was an tall, teenaged boy looks like Kevin and Spidey with tanned skin and a muscular figure. He has dark green hair that spikes high above his head along with a pony tail that draps behind his head. He has sharp blue lion-like eyes which match his bey type and a long scar shaped like a cross going across them. He also seems to have teeth like a lion. He wears a green coat with ripped-off sleeves on a tatty, torn black shirt. He also wears a brown belt, brown gloves, brown boots, and beige pants. He also wear a round pendant around his neck. Then 4 others show up with them. One was an 15 year old young man, lighter skin, and his height about 5'3 with long black hair, front of the hair spiked and the back in a ponytail, wore the same color cap backwards like Spidey, brown eyes. Wore an red jacket short sleeves with white highlights; covering his yellow tee-shirt long sleeves which were removed. He has an blue and yellow Beyblade container on his left arm like Spidey, cobalt blue gloves like Spidey's gloves, dark blue jeans, red and white shoes and a brown belt around his waist with the large blue and white launcher from Beyblade 2000 and a red ripcord beside it. 2nd was an tall and muscular young man about 15 years old, bangs of darker shade of gray while the back of his hair is black, light purple eyes, wore an purple pants with a purple top and black vest above with red stripes and yellow buttons. White scarf and cobalt blue face-paint, black gloves and black shoes. 3rd an Hong Kong young man with long black hair spiked up and half of it bound in a white wrap to the butt, golden eyes with cat-like pupils and white skin and wears Hong Kong-styled clothing. And has an flexible, lean build. 4th was an young man with blue eyes, light blonde, white skin, wears a green and yellow t-shirt with an orange 'M' on his left chest overall darker orange as it is folded between his waist, dark green gloves, a beyblade container behind his trousers and green, white and orange shoes. Two others showed up with the four boys. One was an 14 year old young man, black hair, icy blue eyes. Wore an white shirt with red oval, blue pants and white and red shoes. Two was an Goth girl, black hair and ponytail, violet eyes. Wore an black jumpsuit with black combat boots and purple back pack of an spider.**

**Spidey saw that his friends Chzard, Ship, T-Bone, Razor, Madoka his friends but the others after Madoka told him were Tyson, Kai, Ray, Max and the other he meeted on his world in the MAVERL U. It was Danny Fenton or Danny Phantom and Sam M.**

**"Hey Spidey." Madoka said to her friend.**

**"Hey everyone what are you doing here?" Spidey asked.**

**Then Chance told him what happened after they vanished after the events of the Time Traveling events on planet Earth and then met Madoka's dead now alive friends Kenta, Gingka, Benkei, Kyoya and the four real Bladebreakers and Danny and Sam and after they told their story Spidey told them his side of the story and after that they were shocked about it. Spidey's friends showed up and everyone else peered over a ledge and saw Shan-Yu climb out of the snow. Beside him were some rapid thruster Heartless. Everyone else watched as Shan-Yu and the Heartless headed for the Imperial City.**

**"Shan-Yu?! He's alive!" Mulan said as they watched them head for the city.**

**"I knew it!" Spidey and Razor said.**

**"He's heading for the Imperial City!" Mulan said.**

**"I think your trip home will have to wait. We have to stop them!" Spidey said as he put on his Golden Tiger Claws on his right hand and raise his arm up in the air. "Besides we got a better way to get there faster. Dojo might to increase your size now and everyone who can't flew get on Dojo. Golden Tiger Claws!" With that, he slashed the air and ripped open an portal big enough and Dojo increase his size to 40 ft. long and everyone hopped on Dojo which surprised Mushu and Mulan at the small green dragon can change his size and Spidey hopped on Charizard and they went through the portal and the portal closed behind them.**

**Soon, they arrived at the Imperial City, after the soldiers got out of their human forms and into their Autobot forms and Madoka's friends has same powers as her and the Bladebreakers has the same as well and Danny go ghost as Danny Phantom and Sam has Cole M. powers from Infamous game. Shang and the troops were just heading towards the Imperial palace when the group appeared.**

**"Shang! Shan-Yu is alive! He's headed this way!" Mulan said.**

**"Why should I believe you this time?" Shang said.**

**"She's telling the truth! You need to listen!" Batman said.**

**At that moment, Shan-Yu's falcon flew over them but an another bird show up from the sky the bird was a white head with black feathers and sharp talons claws it was a bald eagle and it name was Thunder as he landed on Spidey's right shoulder. Shan-Yu could be seen, standing on a rooftop of the palace.**

**"Shan-Yu!" Shang yelled.**

**"Told you!" Donald smirked.**

**"Guard the palace! Do not let the enemy get anywhere near the Emperor!" Shang commanded.**

**But the other soldiers, who had been walking strangely, suddenly turned into nightwalker Heartless. The only soldiers remaining were Yao, Ling, and Chien-Po. Shang was surprised.**

**"What are they?" Shang asked in shock.**

**"They're Heartles! They're working for Shan-Yu!" Edward told him as unsteathed his swords.**

**"We'll stop them!" Donald said and Ben uses his Omnitrix and transformed into Swampfire. Verdona gone into her Anodite form which was an humanoid female with purple skin and hair that seemed to be made of pink light while the Digimon go big.**

**"Let's kick some tail!" T-Bone said and with that, Yao, Ling, and Chien-Po joined them. Even Shang joined the fight. Quick as a wink, the Heartless were destroyed. But they had to defeat more Heartless that were crawling around the Imperial palace as they were searching for Shan-Yu, who had captured the Emperor.**

**"You walls and armies have fallen, and now it's your turn. Bow to me!" Shan-Yu demanded.**

**"No matter how the wind howls, the mountains cannot bow to it." the Emperor said wisely.**

**"Then you will kneel in pieces!" Shan-Yu said evilly.**

**Just as Shan-Yu was about to strike, Shang was on top of him. He knocked Shan-Yu down while Chien-Po, Yao, and Ling quickly got the Emperor to safety. Shan-Yu grabbed Shang by the neck and pinned him to the floor.**

**"You took away my victory!" Shan-Yu said.**

**Before he could stab him, Mulan interfered.**

**"No! I did." Mulan yelled.**

**She pulled her hair to reveal herself as the soldier who buried his Army. Shan-Yu recognized her.**

**"The soldier from the mountains." He said looking at her.**

**He dropped Shang and went after Mulan. Spidey and his friends arrived, but Shan-Yu pushed them aside but one should not have pushed it was Batman and he glared and Shan-Yu chased after Mulan and Spidey.**

**While running, Mulan looked out the window and saw the fireworks tower. She told Mushu and Dojo to fly towards the tower and wait for her signal. Spidey grabbed Mulan and placed him on his back and told her to hold on tight and what really surprised her that Spidey jumped to the wall and quickly climbed to the roof like a spider when Shan-Yu crashed through the rooftop. He finally had them cornered.**

**"It looks like you're out of ideas." Shan-Yu said holding a sword in his hand.**

**"Not quite." Mulan said with a secret smirk on her face.**

**"Ready Mushu and Dojo?" Spidey yelled.**

**Shan-Yu looked behind him and saw Mushu and Dojo had a big firecracker strapped to Mushu's back.**

**"I am ready, baby! Light me!" Mushu said with some mini Batman wings.**

**As Dojo lit the fuse, Shan-Yu tried to attack Mulan and Spidey, but after quickly giving Mulan his Blade of the Daywalker and armed with his Star Saber, the two took down Shan-Yu, and pinned him to the roof with his own sword.**

**The firecracker came blasting at them as Spidey grabbed Mulan by the waist and jumped high into the air; it hit Shan-Yu and zoomed towards the fireworks tower, where he is killed in the explosion. During the explosion, Spidey and Mulan jumped off the building and landed on the floor with a thud.**

**"Are you two ok?" Goofy asked.**

**"We're ok. We defeated Shan-Yu together." Spidey said as Mulan give him his sword back.**

**"We sure did." Mulan said.**

**Then, the Emperor came over to them.**

**"I've heard a great deal about you, Fa Mulan. You stole your father's armor, ran away from home, impersonated a soldier. Deceived your commanding officer, shamed the Imperial Army, and dishonored your family name." The Emperor said.**

**"We get the picture, but she saved-" Donald was about to said but got cut off by Shang and Thor.**

**"Shh!"**

**"You're a young woman, and in the end...you have saved us all. And your friends as well." Emperor said with a smile.**

**The Emperor bowed to Mulan, Spidey and his friends, whom were all surprised. Shang, Yao, Ling, and Chien-Po also bowed to them, and even the whole crowd bowed low before the heroes of China. The Emperor gave his crest to Spidey and Shan-Yu's sword to Mulan.**

**"Take them, so the world will know what you have done for China." Emperor said.**

**"Thank you." Mulan said.**

**"I'll treasure this always." Spidey slauted.**

**"Mulan. Spidey and everyone else. Thank you." Shang said.**

**"Is taht all there is to say, Captain Li? If you wish to win the heart of Fa Mulan, China's bravest woman, you'll have to be a bit more elegant than that." Emperor said.**

**Shang blushed while the Emperor and Mulan chuckled. Suddenly, Shan-Yu's sword glowed and a keyhole appeared. Spidey unsteathed his Star Saber sword and glowed and the blue light from the tip shot into the keyhole, locking it.**

**"Guess it's about time to be moving on." Goofy said as the others nodded.**

**"Thanks for everything, everyone." Mulan said with a smile.**

**"See ya, man." Yao patted Spidey on the back.**

**"We'll miss ya." Chien-Po hugs Spidey in a death hug expect for Spidey is uneffected.**

**"Don't forget to visit." Ling said.**

**"We will look forward to your return." Shang said.**

**"And you two play nice." Tyson laughing with Max and Spidey.**

**"Whoa! Watch it, soldier." Shang said.**

**Mulan giggled while Shang blushed.**


End file.
